Spider Woman
by The Archer Black
Summary: Airachnid escaped her containment and after taking her time she is ready to strike, will Decepticons and Autobots be able to catch and imprison her again, or the deadly dangerous and clever huntress will outmaneuver them and reach her goals? My stories are available exclusively on my official accounts on , dA, AO3, Tumblr.
1. The Spider Woman

**Spider Woman.**

"_Sooner or later_

_You're certain to meet_

_In the bedroom, the parlor or even the street_

_There's no place on earth_

_You're likely to miss_

_Her kiss_

_Sooner or later_

_In sunlight or gloom_

_When the red candles flicker_

_She'll walk in the room_

_And the curtains will shake and the fire will hiss_

_Here comes her kiss_

_And the moon grows dimmer_

_At the tide's low ebb_

_And her black beads shimmer_

_And you're aching to move_

_But you're caught in the web_

_Of the Spider Woman_

_In her velvet cape_

_You can scream_

_But you cannot escape _– Kiss of the Spider Woman – the musical.

**Warnings**: Violence, sex, explicit language.

Timing: Post season 2 finale, in my very own Beauty of the Beast Prime timeline.

Rating: T to M (and MA).

Pairings: multiple.

Disclaimer: Transformers Prime © Hasbro. Story's plot and OC's © me. There may be some OC's that aren't mine – they belong to their respective creators.

**The Spider Woman.**

_I had a Spider Woman and she was so good_

_She chained me in her web so tight_

_I lost the freedom of release that night_

_So I stayed right by her_

_I dreamt I saw a blind man who was singing a song_

_About a guy who couldn't take no more_

_And the meaning of the words he swore_

_Told me go find her yeah_

_She was a Spider Woman, but she was good to me_

_Spider Woman, but she was good to me_

_She went down. – _Uriah Heep,_ Spider Woman._

oOo

_Abandoned energon mine, somewhere near the Brazilian-Bolivia border. October 10__th__._

The air outside was hot, buzzing with life of all kinds. What mostly could been seen was insects – as always in any kind of a forest or shrubs. And it was trees and shrubs that surrounded the entrance to well hidden energon mine. Any observer would assume it was simply a natural cave.

Inside of the cave was similar and different than the outside world at the same time. The air was cooler though still humid. And yet it was buzzing with life, mostly insects. But these insect weren't just mosquitos or flies with occasional butterfly. These were gigantic beetles and not just very large organic tanks – these were robots.

The cave was filled with darkness even though the light entered it through few small holes in the ceiling that collected moisture that dripped in form of large drops. Red visors glowed in the deep shadows and pair of bright violet optics observed the entrance with absolute lack of interest. It was rest time – the hottest part of the day, though it was always warm in there the night seemed a lot more agreeable than the day.

There was seven Insecticons resting on various spots on the walls of the cave, they just sat there in their beast modes awake but inactive. Every now and then one of them would move a limb or a wing; sometimes they would murmur or hiss silently.

Airachnid sat comfortable on a large rock, her additional legs were now healed, the missing parts grew back thanks to her healing abilities of an Undergrounder. Her functionality was back. It took time because the Insecticons that managed to answer her call were weak and hungry and she wasn't much better herself: wounded and fatigued. They were truly pitiful sight.

Last thing she remembered before stasis took over was trashing inside of the pod while Arcee looked with grim face. Then the next sensation was darkness and shaking, some distant noises and pressure. She lay still not sure if she should move, the noises lasted for quite some time but then they went away. She didn't know what happened but when it was quiet again she risked moving.

Quickly she learned that the pod was damaged and that she was trapped inside. Her small prison was damaged enough to abort the stasis but also to remain closed around her, if the indent that she was able to feel out with her servos was anything to judge from, something fell over her.

She vented few times and punched the glass knocking it out, the hole was large enough for her to crawl but outside was just as cramped as inside. She didn't waste her time to ponder on what have occurred, she continued to crawl and climb. The debris was of Cybertronian origin but she paid it no mind, she had to get free first, then she would think about all else.

When she finally reached the surface of the metallic mess she was tired and the sky was turning lighter on the East side. She glanced around and noticed that she was on some dessert and that she just crawled out of some Cybertronian – Decepticon – structure that lay in ruins. She wasted no time giving it a closer look; there was no point in doing so. She just connected to the GPS and found out where she was – near the town of Jasper but the human housings were all dark, as if no one lived there anymore. Airachnid knew she had neither time nor energy to stay and investigate, she needed to move.

Her first destination was any random energon mine that wasn't in use anymore. It was easy task and she transformed into her helicopter mode. The flight was tiresome and unpleasant due to her injuries but she managed. She quickly searched the mine for any energon that could be left there. Such mines were never fully stripped; there were always small crumbles left, to insignificant to be mined but enough for lone Cybertronian to re-fuel.

Her next destination was the Insecticon cave; she needed to see if there were any bug-formers left alive there. This time flight was less tiresome but her blades ached and she felt every single injury she had.

She found the Insecticons and summoned them, most were dead already, some were too weak to answer but eight woke and followed her. However small, she had her personal army of followers.

Her next step was to disappear and remain missing for the time being. It wasn't hard as there were few stripped mines in Amazonian Jungle, they could find refuge there and buy some time to heal, strengthen and rest.

One of the Insecticons didn't manage to get there though, he died en-route. They quickly disposed of his remains and continued. Then they moved couple of times and that where they were left now – in the middle of some Rain Forest, safely hidden but also achieving nothing. Airachnid wasn't sure if it was right time to act but they were as ready as they ever could. She had to think about her opening move in this new round of her game against both Decepticons and Autobots.

In the darkness of her cave Airachnid didn't smile, it wasn't the time or the place for it, but it would come soon.

TBC


	2. Don't sit down

**Spider Woman.**

"_Sooner or later_

_You're certain to meet_

_In the bedroom, the parlor or even the street_

_There's no place on earth_

_You're likely to miss_

_Her kiss_

_(…)_

_Of the Spider Woman_

_In her velvet cape_

_You can scream_

_But you cannot escape _– Kiss of the Spider Woman – the musical.

**Warnings**: Violence, sex, explicit language – you know, the usual.

Timing: Post season 2 finale, in my very own Beauty of the Beast Prime timeline.

Rating: T to M (and MA).

Pairings: multiple.

Disclaimer: Transformers Prime © Hasbro. Story's plot and OC's © me. There may be some OC's that aren't mine – they belong to their respective creators.

**Don't sit down.**

_Break a mirror_

_Roll the dice_

_Run with scissors_

_Through a chip pan fire fight_

_Go into business with a grizzly bear_

_But just don't sit down 'cause I've moved your chair_

_(…)_

_Bite the lightning_

_And tell me how it tastes_

_Kung Fu fighting_

_On your roller skates_

_Do the macarena in the devils lair_

_But just don't sit down 'cause I've moved your chair – _Arctic Monkeys,_ Don't Sit Down 'Cause I've Moved Your Chair._

oOo

_Nemesis, somewhere over Pacific Ocean. October 11__th__. The Infirmary._

Shockwave carefully connected last wire in the very last Insecticon he and Knockout were equipping with Telepathic Disruptor: Shockwave's answer to Megatron's demand for making Insecticons immune to Airachnid powers. The device was easy enough to make, it was simply a very small scrambler that prevented any telepath to receive clear and readable brain module electromagnetic output as long as said telepath wasn't too close. With help of Soundwave, Shockwave was able to set said distance to five human meters, in which the telepathic readings would not be disturbed. It was necessary for Insecticon's brain modules to work properly.

Knockout covered the neck if the bug-former with the removed piece of armour plate and re-attached it to where it belonged. Both the Scientist and the Medic worked non-stop for last two weeks on equipping all the surviving Insecticons with Telepathic Disruptors on top of their respective duties.

Knockout was still working on the synth-en formula, without much progress, though he was able to re-create process that led to its synthesis. For now the volatile substance was able to ruin engines and cause minor explosion – because one thing the synthetic energon did just the same as the regular one was exploding.

Shockwave was busy with the New Kaon site, making sure that not only all was cleared but also that it was organised logically. He was also working on perfecting the Size Shifter and creating holoform emitter for grounders so they could generate fake drivers when around humans. For now he could only offer a stiff holographic dummy that he was displeased with.

Knockout checked the parameters of their last patient and started to wake him.

"When this last one will march out of here I will note Lord Megatron that we have finished." The red Aston Martin informed his superior with bored tone.

"There is no need, you will have an opportunity to announce it to him personally, there is a briefing in one cycle1) that all officers are obliged to attend to." Shockwave pinned the Medic with his stare. "When this Insecticon will leave, be sure to put the infirmary in order." With that the Tarnian noble turned away and proceeded to leave.

"Why wasn't I informed if it?" Knockout shouted behind the tank-former.

"You just were." Shockwave stopped and turned to his subordinate. "It is an official information."

"Let me rephrase that: why wasn't I informed earlier?" Knockout was still irritated but knew better than to show that irritation to Shockwave. This was not Starscream who would screech and scratch his finish in the worst case. Shockwave was no nonsense kind of a mech.

"Because I planned to inform you only after operating on the last Insecticon." Shockwave was as calm as always which could mean anything. His antennae were unmoving. "Now, clean your infirmary and prepare for the briefing."

Knockout stared for a moment before he gathered his wits. "What will be the subject?" He asked before Shockwave could open the door.

"Summary of our work after collapse of New Kaon and escape of Airachnid." Shockwave took a step behind the doors that swoosh open. "Megatron will ask about synthetic energon, be prepared."

Knockout vented deeply, he loved being surprised like that just as much as cosmic rust. Behind him his Insecticon patient moved and slowly turned himself on the diagonal berth. Then uttered surprisingly un-Insecticon like whine.

"Oh, shut up, you'll live." Knockout had no patience for that.

oOo

_Nemesis, somewhere over Pacific Ocean. October 11th. The Bridge._

There were six mechs standing in a circle on the catwalk in the middle of the Bridge. Megatron towered over his officers, but at least for now he wasn't angry. Starscream stood on his right, followed by Soundwave. Shockwave stood on the left side of the Decepticon Warmonger, with Knockout next to him. And just opposite to Megatron stood the youngest officer in the whole Decepticon army, R4-0U7, commonly known as Raoul, who just one month earlier was still sergeant, now he was lieutenant2) and clearly Knockout had his way with this one's finish because it missed the scratches and blemish it used to be covered with.

Soundwave finished displaying various statistics in his version of report; one could count on the TIC making it as fast and dry as possible. Megatron appreciated it because it saved him time and was easy to read. Shockwave appreciated it because it was logical and clear. Knockout didn't had anything to say about that because he rarely had anything to do with the silent mech. Starscream thought it was just another sign that Soundwave was simply boring and dull. Raoul, if anyone would ask him, would say that it was efficient though lacked certain elegance of fancy vocabulary, and then he would admit that it did work well.

"Starscream, anything to add?" Megatron casted a cold glance at his un-trusty second in command.

"No, Lord Megatron, for now at least." The Vosian shrugged his wings, he didn't have much to say, for the time being all was calm and nothing really happened. Things were boring lately, but he didn't mind.

"Shockwave, your turn."

"The construction site has been cleared and is now ready for second phase: rebuilding." Shockwave said in his usual tone, not quite monotone but even and lacking any emotion. "The Size Shifter mark II is still in design stage. The holoform emitter is operational but the quality of the holoform is very unsatisfying. The Telepathy Disruptor has been finished and installed."

"Good. You will start reconstruction of New Kaon as soon as you're ready." Megatron decided, for now he was pleased with what he heard. Materials were ready, site was clear, scientific works were perhaps not as advanced as he would like but there was progress. "Doctor, what do you have to tell us?"

"Umm, no major wounds lately, few minor injuries due to some accidents, My Liege." Knockout started, he loved being in centre of attention, but not when Megatron was the interested party. "Three accidents on New Kaon construction site. Five road accidents during patrolling. Eight injuries inflicted during fist fights and/or combat training… and one case of servos glued to the faceplates, it was a prank." Knockout paused for Megatron to say something, but the Tyrant was silent. "Synthetic energon is still unfit to use even as a fuel to simple engines, though it can be used as an explosive. The Telepathy Disruptors installed successfully, though I would advise to remove them as soon as Airachnid won't be threat anymore, we do not know long term effects of such a device on telepaths."

Soundwave nodded once to indicate that he agrees with the Doctor, it was unnerving to know that there were telepaths that he could not sense. Starscream only rolled his optics, he often ignored the fact that Soundwave was a telepath but always remembered that little fact about his fellow Decepticon. It was dangerous to forget, especially when one had a lot to hide. The Seeker was never sure just how far Soundwave could reach, but he was fairly sure that it was limited to one room: metal or stone walls worked as silencers.

"Shockwave?" Megatron turned his attention to his top scientist. "What can you say?"

"It is highly possible that the device will have unpredicted side effects." Shockwave stirred his antennae slightly. "My advice is to use it only as long as it is absolutely necessary."

"What about Airachnid?" Starscream interjected. The Spired-former was a serious threat even when captured; causing Soundwave a migraine was but an additional bonus.

"It would be only logical to disturb her telepathic abilities while releasing the Insecticons." Shockwave's antennae or winglets didn't even stir, it was pure logic. "All it would take is to set the Telepathic Disruptor to mute incoming signals instead of the outgoing. In other words, the Disruptor would cause Airachnid to become telepathy deaf."

"M-hm." Knockout nodded his head. "For now every Insecticon equipped with the Disruptor is invisible for Telepathy but can sense other Insecticons as well as non-Undergrounder telepaths. We would just make Airachnid unable to sense other telepaths and thus unable to communicate with other Undegrounders."

"Shockwave, make sure you have a Disruptor for Airachnid. I want to set up a trial; I want everything to go by the book in her case. This is going to be an example." Megatron spoke softly, but everyone could tell that he wanted Airachnid to be aware of her impending doom. "And speaking of which, Raoul, report."

Raoul would smile nervously if he could. He was put in charge of all patrols so Starscream would be left only with energon scouting and providing materials for Shockwave.

"Autobot activity is normal, My Liege, they scout for energon, patrol and take care of their human companions." He said in his soft, vibrating voice. "No sign of Airachnid though, she remains in hiding."

"Why am I not surprised?" Starscream barked. "That wretch crawled under some rock and waits for us to turn our back to her so she can stab us like she the little traitor she is!"

"Well, you would know now, wouldn't you?" Megatron's smooth tone sent chill down Starscream's spinal strut.

"Err, ehh, I was blinded by ambition, Master, I now know just how much I strayed." Starscream mumbled quickly. "You know that I was bitter after Airachnid left me to Autobots, she betrayed me and that allowed me to see how foul such behaviour is but it took me time to fully understand…"

"Stop your babbling, Starscream." Megatron growled. "We already heard your excuses."

"Yes Master." The Air Commander lowered his wings in silent submission. He was allowed back only because Megatron claimed that he was short of generals, but despite occasional pang of power hunger he did his best to show that he was now faithful Decepticon. He himself knew that it wasn't entirely true; he wouldn't be himself if he'd turn into dull Soundwave-like sycophant, but he also learned that his previous ways wouldn't gain him anything. For now he needed to reclaim his position of the sole Second In Command, he needed Shockwave to either leave Earth or fail so badly that Megatron would have to demote him. There was no point is any assassination attempt, Starscream knew that he wasn't good at that game, especially with Soundwave around. Though perhaps he wouldn't have to wait much, the Empurata victim was after all holding his interest in Autobot two wheeler, and even with the cease fire she was in the enemy camp. Then again, all depended how Megatron would see it.

"Recently I received message from Tarn." Megatron's voice woke Starscream from his thoughts. "Peaceful Tyranny 3) is heading in our way though it's still quite far. Tarn reported that they have located few targets on their way here so it will take them some time to reach us."

"And how long it may take?" Starscream didn't hid his dislike for Tarn and his team, but right now he preferred them to Airachnid, which only showed just how much he hated the eight leger.

"You know Tarn and his mechs, _her Commander_." Knockout smirked with humour. "They take their time to do their job properly."

"I estimate that it may take from three Earth weeks to five months." Shockwave answered Starscream's question without hesitation. "Depending on the number of their targets, how much resistance they will show and how long they will run."

"If they will run." Knockout shrugged. "One way or another, nothing changes for now."

"For now, no. You all know your orders, dismissed." Megatron watched his officers leave. He missed having Breakdown and Dreadwing at his disposal, even with Starscream back and Raoul starting his way as an officer (and serving as an example that anyone can improve their stance in Decepticon faction); he still could use more capable officers.

TBC

1) 1 Cycle = 1.25 hours (1 hour 15 minutes = 75 minutes).

2) Lieutenant as in military grade. Shockwave, Soundwave and Starscream were called that too, though they bear much higher ranks than just a lieutenant. Just as Megatron is captain of Nemesis but he has rank of Marshall or rather Generalissimo.

3) Peaceful Tyranny is the Decepticon Justice Division ship.

Next chapter will be about Autobots and their allies. What do you think so far?


	3. No More Waiting

**Spider Woman.**

"_Sooner or later_

_You're certain to meet_

_In the bedroom, the parlor or even the street_

_There's no place on earth_

_You're likely to miss_

_Her kiss_

_(…)_

_Of the Spider Woman_

_In her velvet cape_

_You can scream_

_But you cannot escape _– Kiss of the Spider Woman – the musical.

**Warnings**: Violence, sex, explicit language – you know, the usual.

Timing: Post season 2 finale, in my very own Beauty of the Beast Prime timeline.

Rating: T to M (and MA).

Pairings: multiple.

Disclaimer: Transformers Prime © Hasbro. Story's plot and OC's © me. There may be some OC's that aren't mine – they belong to their respective creators.

**No more waiting.**

_I have a drink_

_I start to sink_

_I put my toe in the ocean_

_I have a drink_

_I start to sink_

_Another toe in the ocean_

_(…)_

_**No more waiting**__ for a new day_

_You gotta swim sometimes_

_I'll be here for the rest of my life_

_Up in the land of green_

_Making love in the cool black sand_

_Thinking where I've been_

_Ooh_

_I put my toe in the ocean_

_Another toe in the ocean – _Pixies,_ Another Toe._

oOo

_Alaska. Old military base. October 11__th__._

Ratchet was happy. Finally, after so long he had his own infirmary. With berth, with cabinets and without noise and constant chatter. And without Wreckers breaking everything they so much as laid their optics on.

The Autobot Medic spent long days at setting everything the way he wanted. And he insisted on doing it all by himself. It was quiet and peaceful, and thanks to the cease fire no one bothered him there… except for when Bulkhead, Smokescreen and Wheeljack lobed and one of them would drag himself there to get his dents pulled out. Ratchet was so fond of his new infirmary (and lab because he wanted to be able to do everything in one place) that sometimes someone had to bring him energon there. Usually Wheeljack or Prime, but mostly Wheeljack.

Their new base, Omega-3 1) as it was dubbed, was spacious enough that they could turn it into far more comfortable base than the old silo. The Wreckers spent some time with confiscated (or rather found) Decepticon mining drill and created some additional rooms that served as storage rooms for energon and anything they had to put somewhere. There was whole room for medical supplies, just for Ratchet. Also, after long discussion with Ratchet and Prime, they've set a gym to serve as training room and place where Wreckers and Smokescreen could play lob. In the end the gym was named "the Lob-y" by Miko.

There was the main area that served as recreation room and the surveillance station with ground bridge coils and controls. It looked pretty much the same as it did back in Nevada, though it was set differently, and the light was dimmer and combined with cooler temperature it gave the place the feel of November evening.

There was enough space to give everyone their own quarters and that was welcomed with great enthusiasm. Privacy was something that everyone missed ever since loss of their first base, and even then there wasn't enough of it due to small area they were in. But then everyone appreciated what they had before when they were crammed into two hangars before they could move into the new place.

Optimus instantly banned anyone from using the exit gate as a security measure. It was decided even before the move in, that the sole meaning on getting in and out of the base would be the Groundbridge, and that's how it would be. The gate would only be used in emergency situations such as evacuation, otherwise it was locked and never to be used. The long corridor was left empty just in case, but it was set directly in front of Groundbridge so it could serve as emergency braking area where an arrival could safely brake if they entered the Groundbridge at a high speed.

Before they moved in, everyone saw the place they would live from now on. It was Alaska, and since it was summer it wasn't cold there, but nowhere as warm as Nevada. The skies were clear and the air was fresh. They were near ocean, and they could hear the waves crashing on the shore, seagulls screamed somewhere in the distance. They located it on the map and they could see that their base was facing Bering Sea, south of Yukon River's delta. Agent Fowler told them that their new home was a military base during the Cold War but after the Communist Block fallen the US Government reduced number of military facilities on Alaska. They still retained some, but due to great technological progress they didn't need some of them. Even if something happened, they had new allies in Europe in form of former Warsaw Alliance countries belonging to NATO now. The base was all theirs now, and they were free to do anything with it.

Now the place was their home and they felt good there. Their charges liked it as well. Miko chirped with joy that the new base is closer to Japan than the old one, and Raf was overjoyed with the long corridors where he and Bumblebee could play with his race car. Bumblebee was happy for Raf, but also for the fact that he had his own room that he could invite Miko to (to Bulkhead's irritation). Jack didn't say much but he was happy for the 'Bots to be able to set new place, especially that they could use Cybertronian equipment taken from Harbinger and cleared out and safe things from the Plague Ship. June visited Ratchet in his infirmary, and was impressed at how clean and tidy it looked like. Especially that Ratchet had set himself white LED lights and managed to drag Cybertronian sized surgical lamp just over the single medical berth. Fowler was impressed at how different and still similar the new place looked in comparison to memories of the old one.

The feel of familiarity was still there, the pipes, rocky walls were present, but everything was less brownish-orange and more greyish-blue. The Autobot emblem wasn't on the floor anymore, but Ratchet and Wheeljack made sure to make new one, and they set it vertically on the wall and then painted it red as it should be. The computer consoles were Cybertronian so Ratchet had no problems with errors that he could not deal with, but Raf's help was still appreciated since the boy learned a lot about Cybertronian computer coding and Ratchet was more than happy to allow his favourite human to help. And the place wouldn't be complete without TV and gaming console along with some human sized furniture, which was of course set high enough so no one would step on no one, and so Bumblebee and Smokescreen could play with their human friends.

And that was what humans were doing at the moment. Or to be more exact, Miko and Raf were doing, while Bumblebee, Smokescreen and Jack cheered. They were racing again, Miko wanted to bring GTA 5 (that she somehow managed to get into her hands) but everyone said that there was no way she'd introduce Raf to that. No one mentioned that she herself wasn't supposed to play it, this was Miko after all.

"AWWWW MAAAAN!" Miko jumped and pulled her piggy tails in frustration. "This is third time in a row that you win Raf!"

The thirteen year old said nothing in response; he just smiled and pushed his glasses higher on his nose.

"You know, Miko, it's not his fault that you can't focus on the game." Jack pointed out.

"Unless you keep devastating something." Smokescreen added.

"Well, she is under Bulkhead's care, and Wheeljack's, that does oblige." Jack laughed.

Bumblebee beeped in annoyance. It was true that Miko was Bulkhead's charge, but he didn't like to be reminded of it. She was his femme after all.

"Come, on 'Bee, you know it's a good thing Miko's being Bulkhead's partner." Raf turned back to look as his best friend. "She's born to wreck."

"Speaking of which. Where's Bulk? He was supposed to take me for some dune bashing." Miko looked around.

"He and Optimus are investigating some power spikes in Australia." Said Arcee from behind the main console. "They will be there for a while."

"Aww." Miko sunk into the couch. "Totally sucks."

"You know, it's already too late for that anyway." Jack shrugged. "There's always tomorrow, besides, 'Bee needs to get Raf home soon so he can take us too. You can play GTA back home."

"I don't want to play GTA home." Miko whined and threw her arms in the air. "I wanna do something in real world!"

Bumblebee beeped something that was too complicated to both humans to understand but Raf was eager to translate.

"'Bee says that he will drive us home when we're ready. He said he'll get me home first since I'm the youngest, and then Jack and Miko." The boy said.

In the same moment Miko's phone buzzed with message. She opened it and grinned.

[[And then we can sit for a bit alone, when Jack'll get in.]] The message said.

"Sure do, 'Bee." Miko winked to the Scout.

"What are you up to?" Jack eyed the girl with suspicion. Ever since June agreed to host Miko, Jack was twice as suspicious; after all he saw Miko behaviour all the time now.

"Do I have to be up for anything?" Miko instantly took a defensive stance. "Bumblebee just wants to have a talk with me, is all."

""Bee?" Jack turned his attention to the Camaro.

Bumblebee only rolled his big optics and sent Jack a text message. [[We'll be good. Certainly less naughty than you and Sierra are in similar situation.]]

"Wha… How do you?" Jack squeaked in surprise.

Bumblebee laughed in his own way. [[You borrow your mother's car instead of just riding with Arcee.]]

Jack read the message and turned red which caused Miko to start laughing. "Oh, Jack, I won't even ask!"

"It's manly things." Jack managed to take command of his voice.

Bumblebee only whirred in confirmation and then added few clicks that made Raf and Smokescreen chuckle.

"You surely do, buddy." Smokescreen patted his team mate's back. "Just don't become too much like him."

"Who's 'he'?" Miko asked.

"Soundwave." Raf explained. "Bumblebee just said that Soundwave's not the only one with his own intel."

"Maybe so, but 'Bee's not some ninja 'Con creep. He's the Pirate!" Miko bumped her fist in the air.

"Yeah, then why it is Soundwave who owns a parrot?" Smokescreen casted Miko wide grin. "And resides on a ship?"

"Because they're bunch of wannabes." Miko huffed. "Plus, they can't pirates since they lost their one eyed dude."

"They have the new one, you know." Raf reminded.

"Mr Cyclops doesn't count, he's the mad scientist." Miko explained. "To be pirates' one eye dude one has to have an eye patch… Maybe he could pass for a pirate if he had a hook instead of an arm, but he doesn't."

"He has a gun instead of arm." Jack reminded helpfully.

"Doesn't count. It has to be a hook. Or a peg leg." Miko said stubbornly. "No hook hand, no peg leg, no patch eye, no pirates. And a parrot doesn't count, because anyone can have a parrot. Besides, I don't think Laserbeak repeats sailor's slang."

"But we don't have a ship, or a hook arm, or peg leg or patch eyed dude, not to mention a parrot." Raf pointed out. "Doesn't it all make us even worse candidates for pirates?"

"No, because we're like Jack Sparrow's crew… well minus the dude with the parrot. No one on Black Pearl had a hook arm, a peg leg and one eye." Miko shrugged as if it was perfectly logical.

"But you just said that to be a pirate crew one has to have a hook hand, or a peg leg, or an eye patch." Smokescreen seemed lost at that point.

"Duh! Unless you're like Jack Sparrow's crew. And 'Cons can't be like Jack Sparrow's crew since we're like Jack Sparrow's crew. And you can't have two Jack Sparrow's crews."

"They could be Davy Jones' crew, and Nemesis could be Flying Dutchman. And they really can fly." Raf decided to share his idea with the rest.

"But they can't be Davy Jones' crew. They don't have the Kraken, and Megatron can walk on the land more often that once every ten years. And Megatron doesn't have an octopus head." Miko forehead wrinkled as she recalled everything she knew about Davy Jones and his ship.

"And we don't have ship to be like Black Pearl." Jack wanted to say something more, but Arcee was faster.

"And Optimus doesn't have dreadlocks, golden dentas and don't spent his entire life on drunken buzz." The Femme added. "And I'm not Elizabeth Swann. And Bumblebee, get them home before it'll get really late."

Bumblebee only buzzed in what everyone already knew as 'yes' and transformed. Miko only groaned but welcomed the perspective of spending few minutes alone with Bumblebee, or to be more exact, in Bumblebee.

oOo

_Small Military base. Nevada. Close to midnight._

Jack walked out of the door and marched to the black and yellow Camaro Urbana parked in front of his house, he tapped gently at the window and waited patiently until in slid down.

"Bumblebee, Miko, for the sake of God, Primus or whatever, it's almost midnight." The young man said in serious tone. "You both should be in your rooms, sleeping… or recharging."

"Come on, Jack, it's not like we're doing anything illegal." Miko just shrugged and sat comfortably in Bumblebee's passenger seat.

"You're sitting here since seven pm, it's almost five hours." Jack's voice rose dangerously but he instantly lowered it back to half whisper; he didn't want to alarm his neighbours.

"Wow, five hour already?" Miko seemed genuinely surprised. "It seemed like five minutes to me."

Jack's and Miko's phones buzzed in the same moment as Bumblebee sent them both message.

[[To me too. I think Jack's right, it's late and I hate to be in our place when Mrs Darby will come and find us here in the morning.]]

"Aww, but I don't feel sleepy." Miko groaned. She really wished she could stay up longer. She glanced at her phone when Bumblebee sent her another message.

[[I'll make it up for you, Babe, that's a promise.]]

"OK, but I'll keep your word for it." The sixteen sighed and then gently kissed the steering wheel. "See you tomorrow."

[[See you, U3U]] Came the reply message and Miko just giggled.

Few minutes later the black and yellow car drove away and the light in Miko's window went out.

TBC

1) The old silo was Omega-1. The hangar in the Area 51 was Omega-2, so it's natural that the next base will be Omega-3.


	4. One for the Road p 1

**Spider Woman.**

"_Sooner or later_

_You're certain to meet_

_In the bedroom, the parlor or even the street_

_There's no place on earth_

_You're likely to miss_

_Her kiss_

_(…)_

_Of the Spider Woman_

_In her velvet cape_

_You can scream_

_But you cannot escape _– Kiss of the Spider Woman – the musical.

**Warnings**: Violence, sex, explicit language – you know, the usual.

Timing: Post season 2 finale, in my very own Beauty of the Beast Prime timeline.

Rating: T to M (and MA).

Pairings: multiple.

Disclaimer: Transformers Prime © Hasbro. Story's plot and OC's © me. There may be some OC's that aren't mine – they belong to their respective creators.

**One for the road – part 1.**

_One for the road, ooh ooh_

_So we all go back to yours and you sit and talk to me on the floor_

_There's no need to show me round baby, I feel like I've been in here before_

_I've been wondering whether later when you tell everybody to go,_

_Will you pour me one for the road?_

_The mixture hits you hard_

_Don't get that sinking feeling, don't fall apart_

_Some out of tune guitar_

_Soundtrack to disaster – _Arctic Monkeys,_ One for the road._

oOo

_Nemesis, 15 kilometres above Gobi Dessert. China. October 15__th__, 1:30 am Universal Time (Greenwich) 9:30 of local time._

It was morning above China, though Nemesis crew functioned by Greenwich time for the sake of convenience. That meant, that for the crew it was middle of the night and the Nemesis just floated lazily and pretended not to be there.

Freshly promoted Raoul was commanding the night shift on the bridge, which was just as he always did. The old Vehicon quickly found out that promotion meant more duties, less recharge and being bothered by everyone at all times.

Fortunately being in charge of night shift usually meant that he was on duty when other officers were recharging, save for Soundwave who usually stayed late, and Knockout who worked when he felt like or when he was summoned. Night shifts were usually very quiet and calm, even pranksters and trouble makes behaved, probably not wanting to cause enough stir to wake any of the senior officers. Also that was the time when they plotted and prepared to set their plans into motion in the morning.

Of course the fact that it was night for Nemesis' crew didn't mean that it was the same for the rest of the Universe, which resulted in the midnight alarms. It happened quite often ever since Megatron returned with his Dark Energon, but ever since the cease fire it was extremely rare, and usually just a false alarm.

Therefore the quiet beeping and pulsing dot didn't cause anyone to jump out of their plating as it would do not so long ago. Instead everyone remained calm.

"Report." Raoul commanded.

One of the youngest Vehicons tapped quickly on the keyboard and displayed the map of Earth's surface, position of Nemesis and the pulsing dot.

"Sir, a relatively small object is approaching Earth's atmosphere. It will touch down on Siberia."

"It is most probably just a meteor, observe and scan it to confirm." Raoul ordered with calmness of someone who saw more meteors that it is healthy. Earth was bombarded by the things all the time, but most of them never even reach the planet's surface and burned entering the atmosphere.

Few moments passed and the Vehicon that was tracking the supposed meteor turned to Raoul. "Sir, it is a spacecraft, I am receiving energy signatures, the signal is yet too weak to confirm their identity."

"Continue to observe. Change course to intercept." Raoul commanded and turned back to the crew while opening his . "Lord Megatron, this is Lieutenant Raoul, we have detected unknown craft entering the atmosphere. We are now at intercepting course."

Raoul didn't hear any reply but before he could even repeat his report Megatron was already entering the bridge.

"Whose ship is it?" The Warlord demanded.

"We are unable to tell yet, My Liege." Raoul answered instantly.

"It is masking its signature; all we are able to tell is that it's not a meteor." Said the same Vehicon that was tracking the strange object.

"We will find out when they will land then." Megatron growled and tapped his . "Starscream! Soundwave! Shockwave! To the bridge!"

That was the end of quiet and calm.

oOo

_Autobot Base. Alaska. October 14__th__, 8:30 pm local time._

Ratchet was relaxed; he was sitting behind main console and monitoring various readings. Their human friends were home already, Bulkhead and Smokescreen were patrolling. Wheeljack and Bumblebee were scouting for energon. Optimus was doing whatever he was doing when not around and Arcee busied herself writing a report. All was just the way Ratchet liked the best: quiet.

The next moment Arcee's report was laying on a table, and the femme was summoning their teams back while Ratchet was opening ground bridge, first to Bulkhead and Smokescreen's location and then to Wheeljack and Bumblebee.

"Is it an Autobot ship?" Optimus Prime asked causing everyone to jump. The Prime managed to get back in without anyone noticing.

"I can't tell, it doesn't signal anything, I only get the engine signature, but it doesn't say much, half the local group use similar engines." Ratchet fiddled with the console but without any results. "The only way to find out is to go there."

"Can you tell where it will land?" The Prime asked again.

"Siberia. I can triangulate the approximate location." Ratchet programmed the Groundbridge. "It is large area, but the land there is flat."

"Stay here Ratchet." Optimus turned to face the luminous vortex. "If you will be needed we will summon you." The Prime transformed into is alt mode with the rest of Autobots following him. "Autobots, roll out!" He commanded.

oOo

_Siberia, west from Lower Tunguska River. 9:51 am local time._

The Groundbridge opened in vibrant colours, spitting out six Autobots that transformed the moment they saw that their surroundings were empty except for the trees. They were in rather thick larch forest, a Siberian Taiga. It wasn't thick enough to prevent them from moving around, but thick enough to make them feel cramped.

"Oh boy." Bulkhead looked around with worried look on his face plates. "They're going to leave a mark here."

"Don't worry Bulkhead, this place is rather empty." Arcee scanned her surroundings. "Not to mention that even if they will leave mark it will mean nothing. Ever heard of Tunguska Meteorite?"

"No." Bulkhead shook his helm.

"It was a meteorite or perhaps part of a comet that exploded in atmosphere some distance east from here. It caused local cataclysm and no one really knew what happened." Arcee explained, and then frowned when five pairs of optics focused on her. "What? Jack was writing a Geography essay about it."

"Do we know what happened?" Wheeljack raised an opticbrow.

"No." Optimus focused on the skies. "And I doubt it was anything Cybertronian." He scanned the blue space, it was sunny morning. "There." He spotted something speeding through the air.

Everyone followed Prime's optics and observed as the small dot grew fast. It was fast and it was heated by the atmospheric friction, its front was white hot and there were thick clouds of black smoke behind it. Whatever it was it just zoomed past them but it didn't flew far. They could hear and feel the impact as the unknown ship crash landed. The shockwave of explosion never followed which meant that whoever crashed, most likely survived. They hurried in the direction of the crash site.

oOo

It was hard to tell what kind of ship it used to be, dents and missing parts made the identification impossible. The only colours that were recognisable were bare, grey metal and black char; if the ship was ever painted, so sign of the old paint was visible. Numerous holes leaked blue energon and some black, burned oil. It was Cybertronian ship all right, but there was no pilot in sight.

"Maybe it was on some auto pilot?" Asked Wheeljack and narrowed hi optics. "I don't like how it all looks." He added and activated his blasters.

"Yeah, me neither." Smokescreen agreed and followed the ex-wrecker.

They circled the wreck of what used to be a ship looking for any hatches that they could use to get in. They were about to decide to just cut their way in, when they heard voices coming from inside.

"Oh, dude, was there any chance that you'd not crash?" Asked someone.

"Yeah, dude. Where did you learn to pilot?" Agreed another one, sounding very similar to the other one, only with stronger accent.

"SILENCE! I will not tolerate your banter!" Roared another voice. This was powerful, low and vibrating. It had to be a large mech.

"Yeah, sure, you're way too important to just avoid all those meteors; you just NEED to go head on." Said fourth voice.

"Like you never do that." The large mech growled with venom.

"Well, it wasn't me who just dropped down like a rock." The fourth voice replied matter-of-factly but with clear mockery. "But what do I know; maybe you just can't do it any other way, taking how fat log you are."

"Oh, you're going to see just what this fat log can do when I snap you like a TWIG!"

Then there was low growl, but not belonging to the large mech, it was to atavistic. And then something scratched at the hull.

"You can't reach that, it's too high." Said the teasing mech. "But sure, why not find out what kind of mud ball we managed to hit."

Then the hatch opened, or rather moved, creaked, jammed and had to be kicked open from the inside.

"This looks so lame." Murmured Smokescreen to Arcee, who drew her blasters just in case.

"This looks like something we won't like." She said, it didn't sound like Autobots to her.

The hatch finally hit the ground and five Cybertronians left the ship. Only two of them were normal sized, or at least what counted as normal size range. Three were minibots, and only two of them were bipedal. The third was feline.

The five mechs were arguing not noticing the welcome party. But when they finally noted, they halted in mid steps with their mouth open.

What they saw were six Autobots standing in front of them, four of them had their weapons activated. They instantly recognised the Prime, who just stood there calmly as if he visited crash land sites few times a day. The other one who wasn't pointing any weapons at them was a femme, who was clearly facepalming.

Optimus and his team needed only one look at the three minibots to know who they were. The largest of the new arrivals could be anyone, but his smaller black and silvery companion could be only one person if he travelled with the minicons.

"Barricade." Prime finally spoken. "Be at ease, we are not here to harm you."

"Oh, and the guns are just a welcoming decoration?" Asked the black and silver mech with his usual irony.

The large mech produced large cannon. "No matter, we will cleanse this mud ball from Autobot filth and claim it in the name of Decepticons."

That statement made the femme raise her one opticbrow with look of mild amusement. The two twin minicons noticed that none of the Autobots seemed concerned. It was true that there were six of them and they had Prime. But Autobots usually preferred to avoid combat, so what changed.

"Umm… What is this place anyway?" One of them, the one with bright red bio-lights. 1)

"Who cares, it will be a scrap heap in no time." The large mech grinned like predator that just caught his favourite prey.

"Oh yes. As Lord Megatron once said: "Love thy neighbour as thyself, unless he's Autobot, in which case, kill the bootleg 2)!"3) The one known as Barricade grinned.

"You do realize, Barricade, that we currently have a cease fire?" Arcee sigh a heavy vent. "Start shooting and Megatron will peel your armour off with hacksaw."

"Sais you, lady." Said the minibot twin, this time the one with intense blue bio-lights.

"Shouldn't you know that?" Smokescreen moved his weight from one pede to another one. "I mean, you have the Decepticon Radio to gossip around or something?"

"We've been out of range for the last decivorn 4)" The Red bio-light twin admitted.

"That would explain a lot." Wheeljack deactivated one of his cannons and rubbed his faceplates. "Commander, what do we do?"

"We will await Megatron." Optimus decided.

"Optimus, we do not have entire day." Arcee glanced back at the Prime, ignoring the Decepticons completely.

"We won't have to." The Autobot leader focused his optics on some point in the sky, a point that was growing fast.

"Should've left it to him in the first place." Bulkhead growled deactivating his cannon and folding in the wrecking ball. "He wouldn't have half as much trouble if these were ours."

"Or he could be on the opposite site of the planet and not know about the new arrivals." Optimus refocused his stare at the five Decepticons. "If any of them would be wounded the help could arrive too late."

"We ain't need no Autobot help." The red bio-light twin peeped in annoyance.

"Calm down kid, no one says you do." Wheeljack glanced at the minicons, they were the size of tall human men, but for average Cybertronian they looked like sparklings.

"Who do you call kid?" The minicon clenched his hands into fists.

"Yeah!" The blue bio-lighted minicon snarled and clenched his hands into tiny fists which then transformed into hydraulic like hammers. "Get ready to crumble… huh?"

Everyone stared up when large shadow covered the ground. Nemesis was lowering itself to the ground. The Decepticon flagship's belly opened and the energon lift lowered itself next to Autobots, then none other than Megatron, Soundwave and Shockwave stepped out of it.

"Prime." The Decepticon Warlord greeted Optimus. "I should have expected that you will arrive here before I will."

"Megatron. You know perfectly well that we always inspect landing sites."

"Hoped that it would be Autobot ship?" Megatron grinned and then looked at his newest crew members, who it turn stared at him and Optimus in utter surprised. "At ease, we have cease fire, as Prime here probably already informed you."

"My liege…" The largest of the new arrivals, a mech only slightly shorter than Megatron was the only one able to actually utter a word.

"We have far more pressing issues than the war. We will have plenty of time to fight after we solve our current difficulties." Megatron stepped closer to the new Decepticons. "Is that a problem, Motormaster?"

"No, My Liege." The one named Motormaster suddenly lost all his haughtiness. "We are merely surprised."

"Not that we're not eager to leave this wreck. But what is this rock anyway?" Barricade stepped forward. "Looks like some boondock."

"The planet is called Earth, and you will be amazed by the secrets it holds." Megatron smirked, he remembered Barricade well, and he was looking forward so see how the Decepticon law enforcer will react to said secrets.

"Ert? What kind of name is that?" Motormaster blinked few times, starting to pay more attention to his surroundings.

"Earth." Megatron corrected. "Learn the name; you're going to spend nearest future here."

Barricade opened his mouth to say something, but Optimus interrupted him. "Megatron, we are leaving, we have signal of two more ships approaching the atmosphere, we need to go now."

"Where will they land?" Megatron asked and looked at Soundwave, who slowly shook his head to indicate that he received no signal.

"We do not know yet, they're approaching from opposite side of the planet but are fairly far away." The Prime nodded at his team. "Be sure to instruct your new crew members how to proceed on this planet."

"Do not worry, Optimus, we know more about stealth than you do." Megatron chuckled with pretended merriment. He couldn't forget the betrayal of his ex-friend, even now when they agreed to this temporary truce.

All this time Shockwave was openly staring at Arcee, he hasn't had a chance to see her for some time and was willing to meet her soon. The moment Autobots vanished in the Groundbridge he returned his attention to the new arrivals, who in turn visibly relaxed but not entirely. Except for minibots who instantly rushed to Soundwave.

Ravage was first to greet his master, the robotic feline momentarily found his way into his old master arms, purring like well-tuned engine. He sniffed at Laserbeak and nudged her with his muzzle. The bird like symbio chirped happily but didn't move to Ravage annoyance.

"Mmmmrrove, Lazerrbeak." Ravage growled and nudged the little spy again.

Laserbeak chirped again, and shifted slightly, Soundwave's chassis armour moved automatically and Ravage shifted as he took his place as Soundwave's abdominal piece, just under Laserbeak and part of Soundwave's original plating.

"Ho ho, Ravage, looks like you shouldn't repaint yourself, now you do not match the boss colour scheme." The red biolighted twin cheered and he was right, the cat former was grey and black, his colours matching some geometrical camouflage pattern.

"Like he needs to, you know he rarely docks." The other twin shrugged as if he didn't care.

"Then why we wear 'Wave's colours, eh genius? We never dock!" His brother pointed out.

"It's a matter of style, twerp!" The "blue" twin shoved the "red" one.

"Watch it, doofus!"

"Who do you call doofus, nit wit?"

"Who do you call nit wit, dunce?"

"Who do you call dunce, airhead?"

"Who do you call aihread, twat?"

"Who do you call twat, clot?"

"Who do you call clot, ninny?

"Who do you call ninny, dingbat?"

"Who do you call dignbat, div?

"Who do you call…"

STOMP! Suddenly there was large, indigo-grey foot between the brothers. They looked up to see perfectly blank visor of Soundwave that miraculously managed to radiate deep displeasure.

"Sorry, boss." The "red" twin instantly took ashamed look. Or tried to, his red visor hid his optics, so only his lips were visible.

"Sorry, Soundwave." The "blue" twin just looked at his pedes, his visor was just as red, but he decided not to make faces that no one could really appreciate.

Soundwave tilted his head and then pointed to the elevator, both twins followed in utter silence.

"Say what you want, but the way he manages them is amazing." Barricade murmured to Motormaster as they watched the twins from hell obediently following Soundwave's orders.

"Thought Frenzy was your partner?" Motormaster glanced at the other 'Con.

"Soundwave's orders. Sometimes I think that he was just sick and tired of them. Can't blame him. They're hard to manage when separate, but together they're worse than the Pit itself." Barricade sighed. "Be glad that Skywarp isn't here, the three of them would make the Unmaker run screaming."

"Don't be so sure until you face Unicron in person." Megatron snarled one nasty, toothy grin.

"Should we know something?" Motormaster's thick opticbrows furrowed.

"Later, you will be informed of everything after Knockout will clear you." Megatron gestured at the elevator. "Now, follow."

"Knockout? I didn't know that prissy prima donna is here. Last time I heard of him, he and one of my mechs were flying away together." Motormaster's engine reeved in anger. "I will gladly show Breakdown what true discipline means!"

"Unfortunately Breakdown is no longer with us." Megatron said with cold voice, he always wondered why Motormaster's team members never rebelled against him, but he also had to give it to the large mech, that he turned Stunticons into efficient team. He also knew that while Motormaster was abusive, he would also rip into pieces anyone who would mess with his mechs.

"What, that brat left again?"

"Lord Megatron is saying that Breakdown was brutally deactivated some time ago." Shockwave explained. "His demise took place in the line of duty, during mission."

"Who did it?" Motormaster asked coolly.

"A Decepticon renegade Airachnid." Megatron said. "Soundwave will give you details later."

"Yes, Lord Megatron." Motormaster seemed unmoved by the grim news but anyone who knew him better could see that he was angry. Mostly at Breakdown for getting killed, but also at the one who killed him.

"Shockwave, make sure that this wreck is removed from here. Give it to Starscream; he will smelt it and you will have additional material for New Kaon." Megatron ordered. "I will send Insecticons to assist you."

"Yes, My Liege." Shockwave nodded his head and instantly focused on the crashed ship. His logical mind analysing possibility of salvaging any spare parts.

TBC

1) I already posted my explanation of how I decided to colour Rumble and Frenzy, but just in case someone missed it (or reads this story as the first one), I will post it again (it's the same that in my previous multi-chapter story because I'm too lazy to type all of this again).

"Just so you know I do not support FIRRIB neither FIBRIR as such. The intended colour scheme for the cassette twins from the toy line had it that Rumble was Red and Frenzy was Blue BUT an error in cartoon colouration switched their colours. It resulted that for the cartoon Frenzy indeed became Red and Black and Rumble became Blue. So, having this cleared out, in my opinion both versions are correct in their respective verses/mediums.

(…)

But let's get back to Frenzy and Rumble. Mostly, they will be the same indigo – grey-ish shade as Soundwave (note: Ravage will be his usual black with couple shades of grey MultiCam-like camouflage with no bio-lights), the only difference will be colour of their bio-lights. This is where I had to make a choice, as always when in doubt I recalled what I have learned from book that I recommend to any and all graphic artists: "If it's Purple Somebody's Gonna Die – The Power of Color in Visual Storytelling" by Patti Bellatoni.

(…)

Now, let's see colours that are available for us. Originally said colours were red and black, and greyish blue. Red and black are acceptable but greyish blue is not.

Why?

Because greyish blue is colour divided of any strength. It's powerless. More so, the paler the weaker. Blue is cold, cool and calming colour. It will render us inactive, either by lack of strength or lack of will. Cold blues, icy blues, greyish blues will make us weak in body and mind; they will drain our might and leave us passive. This cannot be, especially for a Decepticon. We must switch to other kind of blue. And we have three choices.

(…)

Why red is so good?

Because red is energy, aggression, passion, power and speed. On a woman (and Knockout) red is erotic, sexy; on a man (and somehow Knockout) it is daring and aggressive. The red colour is visually jumping to the front (while blue is melting to the background), it makes things look bigger, faster, it makes you think they're closer. Red is screaming at you "look at me" (hex sample: # ff0000, RGB: 255/0/0). This is perfect colour for bio-lights (as well as purple and yellow – both giving different sensations though).

Red work good for both Frenzy and Rumble; but blue, even the intense, dark one, will only work for one of them.

Frenzy may be the aggression on two pedes, but it is Rumble who is the dominant twin, he's the one who you should be wary of. While Frenzy depends on his opponent to panic in face of himself charging with his sonic attack; Rumble stays in place and swipe Autobots off their pedes – literally.

Red would work good for both Rumble and Frenzy. But Frenzy's the one jumping to the front and charging at his enemies with his sonic attack, there's no way that blue (any kind of blue) would works good for him, he needs to have his bio-lights doing the same as he does, be as frantic as he is.

Blue will work good (or at least acceptable) for Rumble, who don't need it to enhance his impact on his opponents."

2) Bootleg – the same as "bastard".

3) This is a paraphrase taken from "The Black Adder" (season one), episode "Born to be King". Original goes: "As the good Lord said: 'Love thy neighbour as thyself, unless he's Turkish, in which case, kill the bastard!'"

4) 1 Decivorn = 8,3 years.


	5. One for the Road p2

**Spider Woman.**

"_Sooner or later_

_You're certain to meet_

_In the bedroom, the parlor or even the street_

_There's no place on earth_

_You're likely to miss_

_Her kiss_

_(…)_

_Of the Spider Woman_

_In her velvet cape_

_You can scream_

_But you cannot escape _– Kiss of the Spider Woman – the musical.

**Warnings**: Violence, sex, explicit language – you know, the usual.

Timing: Post season 2 finale, in my very own Beauty of the Beast Prime timeline.

Rating: T to M (and MA).

Pairings: multiple.

Disclaimer: Transformers Prime © Hasbro. Story's plot and OC's © me. There may be some OC's that aren't mine – they belong to their respective creators.

**One for the road – part 2.**

_One for the road, ooh ooh_

_So we all go back to yours and you sit and talk to me on the floor_

_There's no need to show me round baby, I feel like I've been in here before_

_I've been wondering whether later when you tell everybody to go,_

_Will you pour me one for the road?_

_The mixture hits you hard_

_Don't get that sinking feeling, don't fall apart_

_Some out of tune guitar_

_Soundtrack to disaster – _Arctic Monkeys,_ One for the road._

oOo

_Autobot base on Alaska. 1:00 am local time._

It was long evening in the Autobot base. Everyone was waiting until Ratchet could tell what the ships that were approaching Earth were. Judging by the fact that the one that already landed was Decepticon they expected the next arrivals to be Decepticons too. But on the other hand maybe they were Autobots that just followed the Decepticon ship?

"I can tell you that the one closer is ours." Ratchet's verdict caused the younger 'Bots to cheer. Even Arcee smiled.

It was true that they never had too much spare energon, but it was also true that they could use more team members, they were always in disadvantage and even one pair of servos more could change a lot. Not to mention that more Autobots meant better chances at finding more energon.

"And they will land in four hours in the middle of…" Ratchet waited patiently for the simulation to spit some results. "Somewhere between Wake Island and Northern Mariana Islands. We're in luck, both are US territory."

"But Ratchet, it's in the middle of an ocean. As in a lot of salty water!" Smokescreen waved his servos in what could only be agitation.

"What are you, Knockout?" Arcee sent the young mech cold stare. "You scared for your finish?"

"No, but in case you forgot, most Cybertronian aren't good swimmers." Smokescreen's doorwings dropped low. "We can't just swim there, and Cybertronians ships are not equipped with life rafts."

"Ratchet, are you able to determine the nature of the second ship?" Optimus asked the Medic. They still had the second ship to think about.

"They're an hour after the Autobot ship, and I cannot be sure, it gives faint signal similar to the Decepticon ship but I can't tell for sure, they're still too far to be certain. And I can't say where they will land too. It can be anywhere."

"In that case, contact me with Agent Fowler."

"Good thing that we're all adult here." Wheeljack grinned. "You know, just in case he will express his opinion about us and our carriers. Or caretakers."

"Regardless, we need his help and we need to inform him about new arrivals." Optimus walked to the console. "And this new information makes it an urgent matter."

Ratchet dialled up the Secret Agent's phone number and they waited for the man to answer. It took a while but finally they heard his sleepy but irritated voice.

"Prime, this better be important, it's the middle of the night in here!"

"I believe it is closer to the morning, Agent Fowler." Optimus stated. "Five hours ago a Decepticon ship crash landed in Siberia."

"If they didn't cause any trouble, it could wait until morning." Fowler sighed and then his bed sheets rustled as he apparently sat. They couldn't tell because they had no vision. "The real morning."

"That is what we intended. But we detected two more ships heading in the direction of this planet. One remains unidentified but we suspect it to be Decepticon unit as well. It will land in next five hours. The second one is Autobot vessel and it will touch down in four hours on the Pacific Ocean."

"Four hours in the middle of the ocean!?" Fowler almost yelled to the phone, then something rustled more and then there was loud thud as the man fell down, few mumbled curses could be heard. "General Brice will skin me alive for bothering him at this hour. Do you know where exactly they will land, Pacific is big."

"Yes, Agent Fowler, I know more or less where they will land." Ratchet confirmed.

"Great. E-mail me coordinates. I will call you as soon as I'll talk with the General." With that Fowler terminated the connection.

oOo

_Nemesis. Someplace over Arctic._

The large screen on the bridge showed Earth's map, there was one red line ending with large red Autobot Symbol in the middle of the Pacific Ocean. The symbol pulsated slowly. Then the second line appeared, this one was purple and it pointed at the northern Africa, but it didn't give any localisation.

"How fast will you be able to tell me where exactly they will land?" Megatron turned to Soundwave who was typing on his favourite console.

The answer was a count down on the main screen.

"Ahh, good." Megatron smiled, he could always count on Soundwave to be precise. He liked that, it was something he could work with. "Pilots, take course to Africa, full ahead, I want to reach the place when the time will come."

Two Vehicons uttered "Yes Lord Megatron" and started to change the course.

oOo

_Nemesis. Infirmary._

"So, where is that poor excuse of a medic?" Motormaster huffed in annoyance. He and the rest of new Decepticons were waiting in the Infirmary for what seemed like forever.

At first they were led to wash racks, which they were grateful for. Their small craft was not equipped with anything fancy, their greatest luxury was waste disposal unit, which was as good as it could go for simple, one chamber shuttle designed for short travels, not long journeys. They were managing well enough though. The fact that it was a spacecraft designed for crew of three was little problematic even though three of them were minibots, but the fact that they were all mech crew helped a lot. Mixed crew would be much more… awkward in certain situations. Then they landed every so often to stretch a bit and take care of personal hygiene. But it was far from perfect and so they took their time. It was nice to finally wash away all the grime that accumulated despite their best efforts.

Then they were led to the mess hall so they could refuel on something more than just stale space rations of crude unprocessed energon. They took their time there as well. It was nice to be able to sit down and just consume their rations like civilised beings, not cramped in something that reminded them tin can, with Frenzy and Barricade having contest in making rude noises or acting like savages just for fun.

But then they were led to Infirmary and that's where the pleasure ended. Soundwave released Ravage as soon as they were back on the ship, so the cat former accompanied the new arrivals in their trip over Nemesis, now the robotic feline was simply recharging, curled on a gurney, like any cat would. He never had problems with falling asleep. He spent most of his time like that. The remaining four however was ready to lose any sanity they have left.

It was then, when finally the door opened. But instead of red, vain Medic, a Vehicon came in. This one had medical markings painted on shoulder plates.

"Where is Knockout?" Motormaster demanded. "I could at least expect that stinking coward to face me."

"Apologies, colonel Motormaster." The Vehicon said in calm voice. It was strangely delicate. "But doctor Knockout is not available at this moment. I will be performing all necessary procedures."

"And you are?" Barricade was much more patient, but even he was starting to lose it.

"I am a Nurse."

"And since when there are Nurses on Nemesis?" Barricade found himself intrigued by the very idea.

"Ever since officer's Breakdown's demise." The Nurse answered. "This is also the reason why doctor Knockout is not present."

"Oh, you want to tell me that this parody of a medic was too scared to face me after he allowed MY team member to get killed?" Motormaster huffed air from his vents in irritated sigh.

"No. Today is the anniversary of doctor Knockout and officer Breakdown coming to Earth." The Vehicon Nurse shrugged. "On this occasion doctor Knockout decided to get himself slag-faced and is currently lying unconscious under the table in his personal quarters."

That rendered everyone mute for a moment. Motormaster's yellow optics grew few sizes.

"Let me guess, you are Knockout's new assistant?" Barricade cocked his head.

"One of three, today's my shift." The Nurse explained. "Also, colonel, knowing your attitude toward our Doctor, please, refrains from aggravating him over his best friend's death. We all do prefer our only Doctor not being in murderous mood… more than he usually is."

"Knockout, murderous? That's rich. The way I remember him, he was a wimp that needed a bodyguard." Motormaster uttered small, evil laughter. "That's why he convinced Breakdown to leave the Stunticons."

"Leave the Stunticons?" Barricade snorted. "Your unit has been decommissioned right after the Ark left."

"That's not the point." Motormaster turned to his smaller companion ready to punch the mech in the faceplates.

"Many had change since that time." The Vehicon Nurse decided to step in before the two mechs could start a fight. "Doctor Knockout is not the mech you used to know, colonel. But now it is time to have you scanned, after that I will give you buster shots and vaccination."

"Aww mech, I hate shots." The "red" twin whined. Up until now he and his brother kept silent, observing the situation. They were spies, after all.

"Shut up, Frenzy." Barricade silenced the minibot. "Do you have any designation, or we just call you 'Nurse'?"

"Everyone call me Daisy because of my tattoo." The Nurse said and turned to fish out a hand held scanner from random looking cabinet. They all could see an organic flower "tattooed" on the Nurse's aft.

"I can see why." The "blue" twin said with wide grin. "I say, a stupid big, slagged off bird would be a better choice."

"Silence Rumble." Barricade grinned despite his serious tone. "This is rather feminine name, and tattoo, especially for a Decepticon."

"That's because I am a femme." The Nurse turned back, holding a scanner. "Half of us, Vehicons, are. Now, sit still, I will finish in no time."

oOo

_Pacific ocean, somewhere between Wake Island and Northern Mariana Islands. October 16__th__, 6 am (local time)._

It was an aircraft carrier, its large, flat deck was made especially for jet fighters to land, but now its deck served as platform for four Cybertronians to observe the sky. And soon it was clear at what they were staring at.

At first glance it looked like a meteor. The atmosphere friction heated the ship to the point its hull started to glow and moment later the surface of the outer shell burst into flames that produced clouds of black smoke but then, when the sheep reached deeper layers of the atmosphere the sheer speed extinguished the flame and the dark fumes disappeared. Now it was just speeding, flat shape.

Everyone observed as the object zoomed past the ship and continued its descent into the ocean. The moment it hit the surface, it caused the water to splash and form concentric waves. It sped some more until it came to a complete halt and then proceeded to sink very slowly.

The aircraft carrier began to move and soon it was at its full speed to reach the alien spacecraft before it sank completely.

oOo

At the top of the Autobot spaceship a round hatch opened with quite loud hiss and a single, matte, grey helm appeared. It was round with short fin running in the middle of it to the back and two visible vents on both sides. There were also two protrusions that could be mistaken for horns if not for the fact that they were flat and the metal tips were bent up at an angle. Just below the elegantly profiled rim of the helm was brilliant blue visor hiding the mech's optics and serious looking face 1).

Owner of the face looked around without any enthusiasm.

"Yo, Hot Rod, looks like we're in deep, mech." He said in voice as smooth as silk. "Literally. There's water everywhere."

"What?" Came shocked reply. "Impossible! There must be some kind of land here! There are no planets covered completely in water! Are there?"

"This marble looked nice and blue to me from the orbit." The one pecking out said while trying to get a better look.

"But the 'Cons had to land somewhere too. They wouldn't come here just to land and rust to deactivation." The one called Hot Rod said, he sounded rather young.

"They ain't anywhere in my optic site." The smooth talker said and pulled himself a little higher.

"Blaster, can you detect them?" Hot Rod asked someone else. "They have to be somewhere on this planet."

"Let's see…" A low, deep voice said; it was slightly raspy but melodic. "So much noise! This place is crawling with radio transmissions."

"Decepticons?" Asked the one that was trying to take a look around the craft.

"No, Jazz, it's hard to describe but it's not Decepticon." There was a short pause. "It's not even Cybertronian!"

"You mean this planet is inhabited?" Hot Rod's voice squeaked. "What kind of sane creature would live on planet covered with water?"

"A swimming one." Jazz answered. "There's some sort of boat comin' our way."

"What!?"

"It's metallic, I can tell ya." Jazz pulled clear out of the ship.

"Robotic life form?" Hot Rod's head appeared in the hatch, his helm was red with golden chevron and fin similar to one that Jazz had.

"We'll find out in a sec." Jazz reached and offered Hot Rod a helping servo. "Come on, let's get out of that can."

"Give me a moment; I need to secure all the data." Blaster called from the inside. "I don't want to lose them to the water or 'Cons."

oOo

The ship approached the sinking spacecraft as gently as possible. The Autobot vessel wobbled on the surface but more and more if it was submerged and it was clear that the human ship came to rescue just in time.

The three mechs glanced up at the strangely shaped deck and they saw Cybertronian sized rope ladder, then white and red mech bent over the deck's edge. They could tell that he most probably was Praxian, it was good news, most Praxian sided with Autobots.

"My name's Ratchet." The mech said. "I am a medic, do you have any wounded?"

"No mech, we're good." Jazz shouted back.

"Then climb up, the water around is salty, you don't want to soak in it for too long." The said and vanished from their sight.

"Jazz, you go first to see if it's not a Decepticon trap. Blaster, you and your symbiotes are next. I'll go last." Hot Rod commanded quietly.

"All right, HR, the captain always goes last. Just remember, you don't have to sink with the ship." Jazz nodded and grabbed the ladder. "Blaster, wait for me to give you a'OK."

"Got it, mech." Blaster looked up. Normally he'd be first to go to action, but at the moment he had to protect his symbiotes.

oOo

Jazz was first to appear, he slowly climbed on the deck and looked around. The place was crawling with tiny organics that looked very much like Nebulans, only they weren't blue and had hair. They moved around with sense of purpose and spared him only few looks, they had to be the crew of this ship. They also spoke to each other but he could not understand them. It was only natural, he never met them before, he had no chance to learn their language or – which was more convenient option – download a translation file that would allow him to understand them.

After finding out that they were not a threat he moved his attention to the Cybertronians on the ship's deck and instantly froze. They were four and he was able to recognise two of them! His face immediately brightened with wide, charming smile.

"Optimus, Bumblebee! It's been ages!" He said happily. "I thought I would never see ya'll again!"

"It is good to see you as well, old friend." Optimus said with perfectly straight face.

"_Jazz! Where have you been all these vorns?_"2) Bumblebee beeped with enthusiasm. He could not smile but it was clear that if he could, his smile would stretch around his head.

"Been here an' there." Jazz shrugged with smile still glued to his face. "So, this' the place you've been hidin' all the time?"

"The planet's name is Earth." Ratchet stepped in and produced small scanner. "I have translation file in here; you need to get it to understand locals."

"I take they're our allies?" Jazz got serious again. "Did you see the 'Cons landin' here?"

"Yes, we did. And yes, Earthlings are our allies." Ratchet pressed something on his scanner. "You should be receiving the file now."

"Got it, Doc." Jazz accepted the transmission with a smile.

"My name is not 'Doc'!" Ratchet growled with irritation.

oOo

Agent Fowler stood next to the 'Bots when the new Cybertronian climbed on the deck. He was the same height as Wheeljack, but where the ex-wrecker had his doorwing he had wheels, much like Bulkhead or Knockout. He also had fin on his helm, shaped much like Bulkhead's but the lightness of his armour was more similar to Knockout's. He also had wheels in his heels, and grill on his abdomen area. On both sides of his face were half round vents, and above them two protrusions. The helm was matte grey, and the 'Bot himself was mostly silvery white, except for some dark grey elements. He also had visor placed like pair of sun glasses, so his optics were not visible. He spoke with slight accent, his voice was smooth and melodic, he sounded like one of those R'n'B or Smooth Jazz stars that all the young women were crazy about.

He spoke to the 'Bots in what Fowler learned to recognize as Neocybex – modern Cybertronian. It sounded much like Bumblebee but held much more depth. It was rich, had many sounds that Bumblebee never uttered and it seemed to be composed of many layers of sound.

Then the new Autobots grinned again and said something to someone who was still overboard. Clearly they were waiting for his signal that it was safe. It was good tactic.

oOo

The two remaining Autobots waited patiently, the noise of the waves crashing against their sinking craft and the large ship prevented them from hearing what was being said on the deck, but then Jazz's head appeared and their companion was grinning.

"Come on, mechs, it's safe. We're home, it's Prime!" He said clearly agitated, which was very uncommon for usually cool and composed mech.

"Optimus?" Blaster's optics grew wide.

"Is there any other Prime?" Jazz chuckled.

They looked at each other and shrugged. If it was Prime then it was Prime. And Blaster was once a Communication Specialist in Prime's headquarters.

oOo

Fowler watched silently as two more Autobots appeared. First one caused him to double take and blink couple of times to be sure he wasn't seeing things. It was almost Soundwave's twin. Almost. The colours were different, and the helm differed in details. And on top of everything else, his visor was transparent.

The mech was mostly red and white but his chest plates were grey with some yellow parts that reached his abdomen. His arms were thin, but a bit more substantial than Soundwave's, his digits were thicker and his pedes more massive. He also had wheels, two on his shoulders in the same places as Vehicons, and one in each heel. The mech's visor was in place, but behind it one could clearly see a face. There were two blue optics that looked just like Smokescreen's or Bulkhead's. The helm lacked the pointy crest that Soundwave had, this one had something that looked like knight helmet's pivoting peak – a piece of metal that was placed above the split visor. This newcomer had "whiskers" just like Soundwave, but they were smaller and round. He also had protrusions just like the mech with visor, only his' tips were pointed to the sides and not up.

Then just behind him a third Cybertronian appeared. This one was bright red and yellow with flames painted on his chest. This one had both chevron and fin on his helmet, pair of winglets but not doorwings and wheels in the usual spots. He resembled Smokescreen somehow but at the same time had something reminding of Jack in him, or perhaps Optimus from his Orion Pax time?

oOo

Optimus observed with satisfaction that the second Autobot to climb up was Blaster and that the mech didn't change a bit. Then the third Cybertronian appeared. Optimus didn't know him personally but was certain that he met the young mech at least once; he always tried to be close to his troopers.

Before the Prime had any time to utter a single word Ratchet stepped it and sent the two Autobots the translation file. Optimus waited until the procedure was complete, he knew that it was beneficial if Fowler could understand them. And the other way around as well.

"Optimus, so good to see a familiar face." Blaster smiled and then gave the other three Autobots a curious stare. "Though I welcome the new ones too."

"It is good to see you to, Blaster, you haven't change at all." Prime nodded to his old Communication Specialist and pre-war radio speaker. "Allow me to present part of my team here on Earth." Optimus gestured to Bumblebee and Arcee. "This is Bumblebee and Arcee. You already know Ratchet."

"Pleasure, sir." The red and yellow Autobot said. His voice was similar to Smokescreen's but deeper and lower. He also seemed more serious though still juvenile. "I am Rodimus of Acropolex3), but everyone call me Hot Rod."

"Rodimus?" Arcee rested her servos on her hips. "Interesting name. Some Primes in your family?"

"Unfortunately." Hot Rod winced.

"I remember you now." Prime stepped closer to the young mech. "You were part of the resistance against Zeta. Your Carrier was Sentinel's younger sibling, am I correct?"

"Yes, we have met; you promoted me do lieutenant rank personally." Hot Rod smiled weakly. "It was massive promotion after one of massacres when we lost many officers; I was one of seventy Autobots promoted that day."

"I see." Optimus nodded again. "Welcome on Earth, Hot Rod." Prime stepped back few paces. "Autobots, this is Special Agent William Fowler, he represents government of the country we reside in." The Prime gestured at the Agent. "It would be beneficial for him and us if you spoke English now. You will be able to download more Earthen languages later."

"Understood." Rodimus nodded, this time he spoke in English.

"Agent Fowler, these are Rodimus, Jazz and Blaster." Optimus turned to the human.

"And Rewind and Steeljaw." Blaster grinned releasing his two symbiotes.

They all looked as part of his chest plates and abdominal armour fell off and transformed. The abdominal armour shifted few times and landed on the deck on all four. Before any of them could say a word the symbiote stretched and moved few last pieces.

It was a feline, warm yellow with crystal blue optics. It was as large as Siberian tiger but resembled a lion with its colouration and massive neck covered in what seemed to be a mane but was indeed an antennae array.

The other symbiote unfolded and landed next to the big cat, this one was slightly taller than Fowler and had wide shoulders while its waist was narrow. The small bipedal had clear blue visor like Jazz and metal mouthplate, on the side of its helm was small camera.

"I am Rewind." Said the small mech. "I am an archivist and researcher."

"We have met before." Optimus was almost smiling now. "It is good to know that you have survived."

"It is good to survive." Rewind sounded like he was smiling even though his face was covered.

"How is Chromedome?" Prime crouched before the small archivist.

"Last time I checked my Better Half 4) was on Constancy with First Aid and some other medical staff, working in clinic for Shell Shock victims, amnesiacs and others neurological and mental victims of the war." The humanoid symbiont just waved his servo. "You know him, Optimus, first he was in denial and then he wanted to have nothing more do to with mnemosurgery and then he came to terms with his personal demons and decided to use his skills and knowledge to help others and make amends with his past."

There was faint growl and everybody snapped their heads to the feline that while everybody was focused on Rewind, sat politely and pulled bored expression.

"Ah yes, and Steelie is doing fine too." Rewind shrugged.

"Can we leave this place? The smell of salty water is hurting my olfactory sensors." The cat said and reached with one of his paws to his muzzle.

"Oh yeah, Steelie has very sensitive smell." Rewind informed everyone interested and not about his partner's nose.

"Of course, now that we have you there's no point in staying here." Prime tapped his . "Smokescreen, open the Groundbridge."

"Talking cats, and I thought that Laserbeak was weird." Fowler shook his head. His job was getting more and more confusing.

"Pardon? Did you just say 'Laserbeak'?" Blaster suddenly was crouching next to Fowler.

"Yeah, Soundwave's bird-spy." Fowler looked up at the Autobot's face and wondered briefly if Soundwave's face was anything like Blaster's, after all they looked like brothers.

"Where's Soundwave, there's Megatron." Blaster looked at the Prime. "We followed a 'Con ship here, they probably reached Megatron by now."

"We know Blaster, but you are not to engage Soundwave in any way." Optimus said calmly. "I know of your rivalry but we do have a cease fire at the moment due to more pressing issues that require solving for everybody's sake."

"Rivalry?" Fowler pondered out loud.

"Yeah, see, Blaster and ol'Sounds were friends from the 'hood as Sparklings, but Blaster's ol'man was of high Caste an' our Amigo was allowed to work in show business." Jazz explained. "But Soundwave's was a bit lower. High enough for them to end up in the same school, but not high enough for 'Wave to get his dream job. Ended up havin' a beef with each other ever since 'Cons started."

"Blaster is angry at 'Wave for teaming up with Megatron." Rewind added. "They were friends and now Blaster feels betrayed even though he knows what Soundwave have been through."

"An' 'Wave sticks with 'Cons, 'cause he's a believer and 'cause him and Megs are buddies from the Arena." Jazz smiled to his memories. "Seen him fightin' an' it was somethin'."

"Let's get to our base; we will have time to talk there." Optimus pointed at the opened wormhole. "You will meet the rest of our team and rest of our human associates."

"What about our ship?" Hot Rod asked while look back at where he climbed on the deck.

"Do you have anything of value there?" Prime asked in serious tone.

"Not much, Blaster copied all the data and cleaned the hard drives, but the ship itself." Hot Rod's face was rather disappointed.

"Come on, HR, it's not that big of a los, the Rod Pod's 5) a wreck now." Jazz gently pushed his friend to the Groundbridge. "An' it wasn't in good shape in the first place."

"Not after that rough landing on… whatever that planet was." Blaster scratched his helm. "And after that meteor shower… and collision when wild turboweasels 6) chewed on control systems in the space port on that planet where we were docking the last time."

"All right, all right!" Hot Rod whined. "I get it. But it was my very first vessel that I was the Captain of."

"Chill, HR, you will have another ship yet." Jazz patted the frowning mech's back gently. "Now, let's see the new crib we'll be crashin' at."

oOo

_Sahara dessert. One hour later._

It was an epic sight, and it looked very patriotic too. And smoked a little bit.

In the middle of Sahara desert, standing erect on its nose was a D-class Worldsweeper, P-6 model also known as "The Symbol Ship". It was known for many reasons. One of the most obvious was the fact that it was shaped just like Deceptilogo. Other was that it was a short series of ships and that there weren't many of them left. It was also known fact that Shockwave once owned one of them (though no one knew what happened with it). But the most known reason was, that it was practically impossible to land it (a reason behind the fact that it was a short series of ships) – the ship was simply famous for crashing. And not just hit the ground and turn into heap of trash. It planted itself nose first into planet's surface and stood there like some deeply indoctrinated tree. Every single time. Unfortunately, such a crash-landing was also the best way to break the ship, because its main navigation computer was in the nose, and the nose was always damaged by hitting the planet surface.

"Damn, I thought I would never see one of these." Said one of the Vehicons out loud.

"Shut up." Said other one.

oOo

The serene scene of purple ship glistering in the desert sun was ruined instantly by loud argument of its passengers.

"Well, you, Blitzwing, are a lousy pilot!" Said low, serious sounding voice.

"I wouldn't have to pilot this ship if you, Astrotrain, would just agree to carry us" Another, cold sounding replied.

"I already told you, you tripolar freak, I don't have enough energon in my system!" Astrotrain growled. "Flying around with cargo is energy consuming! Why didn't the creep teleport us?"

"Because teleportation consumes just as much energy and flying around with cargo." Third voice barked. "And you should've allow me to pilot, then we wouldn't end up in this abomination of a planet!"

"I wouldn't allow you to pilot, even if you'd be the last mech capable of doing it!" Astrotrain huffed in annoyance.

"Then stop blaming me! It was mister 'can't decide who I am' who couldn't do as much as fly in straight line!"

"Oh, I'll show you flying in straight line, you whiny freak!" The voice that was so calm just seconds before was now deeply agitated.

"I remind you that I am of higher rank!" Came the venomous reply. "And I… A shade?"

Then they looked up and saw a large ship hovering just above them. It looked extremely familiar.

VOP

The smallest of three mechs suddenly vanished in thin air.

oOo

VOP

"Nemesis!" cried the smallest of three new Decepticons.

He was black and purple, slim Vosian. Almost exact copy of Starscream, though more substantial. His arms were slightly thicker and his waist less slim. His optics gleamed with warmer shade of red, and his arm mounted missiles were larger.

"Skywarp. I didn't expect you to travel with these two."

The mech jumped and turned around. "Lord Megatron!" He squeaked. His voice was just as raspy as the other Vosian's but noticeably less screechy. "I didn't expect myself to travel with them either."

"And yet you did. Where's your brother?" Megatron narrowed his optics. Lately he was suspicious of Seekers.

"On Constancy. Had a mental problem, neurosis of sorts." Skywarp explained.

"You probably pushed him down the stairs one times too many." Starscream sauntered into the landing strip.

"Oy, brother!" Skywarp cheered.

VOP

Starscream only blinked and then sighed. That was Skywarp in his best and worst behaviour.

VOP

The Purple Seeker appeared just behind the Air Commander, grabbed him and lifted slightly.

"Put me down, Skywarp." Starscream remained calm. "We're not sparklings anymore, please stop behaving like one."

"No way, bro, life's too beautiful to be a dull bore like you."

"Enough!" Megatron snapped at the two seekers. "Skywarp, I remind you that I have little patience for your antics."

"Ugh, yes Lord Megatron." The new Seeker dropped his brother instantly and at the same moment two remaining Decepticons landed on the Nemesis' deck.

"Ah, Astrotrain, Blitzwing." Megatron grinned darkly. "Another two additions to the crew. And to think I was worrying about officers' shortage." He glanced at Starscream who seemed rather disturbed at the moment. "Starscream, take care of them. Wash racks, mess hall and Infirmary. I will speak with Shockwave about this P-6."

"Shockwave's here? U-hu hu hu." Skywarp giggled. "Haven't seen him for a while…"

Clang!

Starscream's servo hit Skywarp up the helm in what all Vehicons learned to call 'the Gibbs'7).

"Don't even think about it!" Screamer's voice growled seriously. "I don't need any trouble because of you!"

"But Screamer!"

"Don't call me 'Screamer'!" Starscream yelled. "And follow me. You will get cleaned, refuelled, checked by a doctor and then we will find you some local alt-forms!"

"Oh good, I'm so hungry I could eat an Unmaker whole! A-ha ha ha!" Blitzwing laughed hysterically.

Megatron rolled his optics and then chuckled silently. Blitzwing would be surprised if he only knew.

TBC

1) Jazz's a Polyhexian, so he has the built similar to Bulkhead and Knockout (meaning no doorwings, "fin" running in the middle of his helm, wheels in his heels and on his back) with the horn like points on him helm and his signature visor (because Jazz's so cool he never parts with his "shades").

2) 1 Vorn = 83 Years.

3) See Autocracy, issue 5 "Ruins".

4) I stick to the IDW idea that Rewind and Chromedome are a couple, it's canon information and as far as I am concerned it applies to Aligned Continuity as well.

5) I just couldn't help myself, Rodimus' ship just can't have a name that's not Rod Pod, except for Lost Light that is, but this one was just too small to be Lost Light.

6) You know, just as when they say that "weasels chewed on traffic lights".

7) As in "to give someone the Gibbs" – watch NCIS and you will know why it is called like that.

**MEET THE FRESHMECHS!**

**HOT ROD – Real name: Rodimus**. Young and reckless candidate for a Prime (someday). He may be suffering from attention deficit hyperactivity disorder (ADHD), or perhaps just can't sit still.

**BLASTER – The Voice.** Bigger than life Autobot Rocker. Both affable and deadly. Soundwave's anty-fan. Don't ask about his tentacles.

**JAZZ – Saboteur and Culture Vulture**. Loves pop-culture, especially Earthen. Pre-war cultural studies adept. Good soldier, great saboteur and even greater friend. Don't ask him to remove his visor.

**REWIND – Walking Database.** Blaster's symbiont that records everything. Loves to share the facts with everyone. Easily likeable.

**STEELJAW – The Sniffer.** Blaster's cat-forming symbiont. He depends on his smell more than sight. Can sniff what day of the week today is. Cold professional, enjoys smelling ladies' perfumes.

**BARRICADE – The Bad Cop.** Mouthy by nature, also usually right. Likes to crush Autobot roadblocks. Thinks that Knockout is a pansy. Poor looser.

**MOTORMASTER – The Sadist.** Breakdown's ex-commander. He won't suffer failure in his underlings but no-one is allowed to torture them except for him. Takes his responsibilities seriously. Hates pranks.

**BLITZWING – Walking Identity Crisis.** Tripplechanger in both body and soul. His moods change faster than his alt-form, you never know which you're dealing with.

**ASTROTRAIN – The Designated Driver.** Not very happy with his role as the transport guy. He would like to participate in battles as something more than just the getaway "car" whether he's train or shuttle.

**SKYWARP – Teleporting Prankster.** Starscream's younger brother. Skilled fighter. Loves pranking. Has his own cell in the brig with his name above the door.

**FRENZY – Crazy Puppy.** Rumble's twin. Lives for violence and havoc. First to get into a fight and first to be carried to the med-bay after the fight. Not that it even stops him. Twists words.

**RUMBLE – The Street Punk.** The dominant twin, Frenzy's brother. Calmer than his bro, but just as deadly if not more. He'll swipe you off your feet. Literally.

**RAVAGE – Bad Kitty.** One of the first Decepticons. Soundwave's very first deployer. Stealthy and competent, good sense of smell, photophobic. Deadly to everyone. to Soundwave.


	6. Doom and Gloom

**Spider Woman.**

"_Sooner or later_

_You're certain to meet_

_In the bedroom, the parlor or even the street_

_There's no place on earth_

_You're likely to miss_

_Her kiss_

_(…)_

_Of the Spider Woman_

_In her velvet cape_

_You can scream_

_But you cannot escape _– Kiss of the Spider Woman – the musical.

**Warnings**: Violence, sex, explicit language – you know, the usual.

Timing: Post season 2 finale, in my very own Beauty of the Beast Prime timeline.

Rating: T to M (and MA).

Pairings: multiple.

Disclaimer: Transformers Prime © Hasbro. Story's plot and OC's © me. There may be some OC's that aren't mine – they belong to their respective creators.

**Doom and Gloom.**

"_I had a dream last night that I was piloting a plane_

_And all the passengers were drunk and insane_

_I crash landed in a Louisiana swamp_

_Shot up a horde of zombies_

_But I come out on top_

_What's it all about?_

_Guess it just reflects my mood_

_But all I hear is doom and gloom_

_And all is darkness in my room_

_Through the night, your face I see_

_Baby, come on_

_Baby won't you dance with me." – _The Rolling Stones,_ Doom and Gloom._

oOo

_New Kaon construction site. Late afternoon._

Nemesis hung low above the ground, the Symbol Ship was slowly descending on thick lines that connected it to the Decepticon flagship. The Worldsweeper was useless, but parts of it were still salvageable and now Shockwave was slowly observing as the ship was lowered down. It was probably the only time in history when a P-6 touched ground in such a peaceful way.

Shockwave recalled his own Symbol Ship and how fast he crashed that accursed vessel. It had great accessories (unlike this one, which was stripped out of any additional weight long time ago), but even a Seeker wasn't able to pilot it. Shockwave was almost efficient in flying his ship, but even he crashed it the first time he tried to touch down.

The Worldsweeper gently hit the hard ground rising clouds of dessert dust and Miners instantly began to dismantle it.

"One less Symbol Ship." Megatron sighed joining his top Scientist.

"An improvement." Shockwave announced.

"They did improve morale of the troops. I remember that it was such a magnificent sight when they flew above battle field."

"Until, that is, their pilots attempted to land." Shockwave added.

"True." Megatron slightly deflated but Shockwave wasn't watching. He was busy observing the Miners. "I think there was one on Clemency…"

"That would be mine." Shockwave turned to look at the Warmonger. "It is not operational anymore."

"Ah, I remember, you had to touch down due to heavy artillery attack." Megatron straightened to his full height. "Magnificent battle, but the end result pitiful."

"It was a tie."

"A tie is even worse than losing." Megatron mood suddenly turned foul.

"It sounds illogical."

"When you win, the victory is yours. When you lose, you learn from your mistakes. A tie leaves you with nothing." The Decepticon Leader explained. "All you have is pile of corpse and a feeling that you could do better."

Shockwave found no reply for that. The impression of being able to perform better was not alien to him, though it was extremely rare. It never occurred during scientific research or engineering process: he always performed to the best of his abilities.

"How long will it take you to dismantle the P-6?" Megatron asked suddenly.

"Miners could demolish it in just few hours, Lord Megatron." Shockwave asserted. "But in order to recover as much spare parts and resources it will probably take the rest of this day and entire night if we won't meet any complication. In case of any obstructions however, it may take also tomorrow morning."

"I leave you with the Miners then" Megatron decided. "Nemesis will leave in thirty minutes."

"Yes Lord Megatron." Shockwave's winglets stirred. Nemesis was heading toward one of the energon mines to pick up its output and Shockwave booked fifteen large cubes of unrefined energon for scientific purposes, namely to power up his new secret laboratory.

oOo

_Autobot Base, at the same time._

"Crazy!" Jazz exclaimed. "And you're sayin' that on top off all that, Unicron is lyin' just beneath our pedes and snoozes away?"

"More or less." Ratchet sighed. "Only he's not sleeping, he's in a deep coma. Not likely to awake ever again."

"Just wait until you'll hear who old Megs is dating!" Miko exclaimed from her spot next to Raf, where they were downloading Blaster with Miko's various playlists as the Autobot Communication Specialist found Earthen Rock and Metal (in their various sub-genres) to be his new favourite kind of music and just needed to listen to all of it, or at least as much as was available at the moment. Next to him Rewind was downloading the entire Wikipedia. He already managed to get himself the entire Congress Library and History of Europe – whole.

"Miko, pull your phone out! His face will be priceless!" Smokescreen almost jumped.

Miko instantly produced her phone and flipped it open. "Oh yeah!"

"The Mighty Megatron of Tarn, the Slagmaker, the One True Lord and Master of all Decepticons is currently in blossoming relationship with…" Smokescreen glanced at Miko who waited patiently with her phone aimed at Jazz. "June Darby!"

"Bam! I got him!" Miko squealed as she snapped a picture of Jazz with his jaw hanging loose.

"You're kiddin'!" Jazz managed to get a hold of his face. "The ol'Megs seeing Jack's Carrier?"

"I wish he was." Jack rolled his eyes. "But he's being serious. Megatron hangs around. He took me couple of times to shoot some cans." The young mans sighed. "He talked my mum to allow me to take judo lessons."

"The old Buckethead took away my GTA!" Miko growled. "Said I was too young for that."

"With that he was actually right." Ratchet interjected.

"Meh, I already finished it anyway… twice." Miko shrugged. "Besides, I just got myself 'Brutal Doom'1) on my phone... Hee hee hee!"

"Because nothing strengthens a moral spine better than brutally slaughtering hordes of demons." Jack sighed.

"You do realize that Optimus and Ratchet did just that when Megatron returned? 2)" Miko asked. "Only instead of Demons they fought Zombies."

"What's a zombie?" Hot Rod asked.

"Zombie – in voodoo believes a dead person brought back to life through magical rituals that summon a loa demon that animates the corpse. Commonly a 'living dead'." Rewind recited. "I think that Cybertronian equivalent is a 'Terrocon' or a 'Terrobot'."

"Uhh, that's creepy." Hot Rod shook.

"Not even half as creepy as when you have to fight them." Ratchet huffed.

"That's still quite high on my creepy-o-meter, Ratch'." Jazz admitted.

"My name is NOT 'Ratch''!" Ratchet yelled.

"Relax, Ratchet, Jazz just liked to give people nicknames." Hot Rot quickly stepped in just in case. He was new here and didn't want to antagonise anyone. "He calls me 'HR' all the time and 'Hot Rod' already is a nickname!"

"I know that." Ratchet growled.

"Easy, guys." Smokescreen decided to give the newbies some support. "Only Wheeljack can call Ratchet that. And only 'Bulk and Miko can call Wheeljack ''Jakie'. I don't know how it works with Ratchet and Wheeljack, but with Wheeljack it's kinda Wrecker thing."

"Got it." Jazz smiled. "Umm… Why Miko?"

"Why Miko what?" Miko head snapped from Raf's computer where she was showing Blaster yet another playlist.

"The Wrecker thing." Jazz specified.

"Oh! Miko's a Wrecker." Smokescreen laughed. "Well, Wreckerling, but it counts. She snuffed an Insecticon."

"Oh yeah!" Miko roared with glee. "I wrecked and I rule ever since!"

"I just gotta hear that story!" Jazz flashed his megawatt smile.

"Just wait 'till 'Wheeljack return." Smokescreen answered with grin of his own. "He and Miko tell that story the best in tandem."

"Thanks for the info Smokes'" Jazz nodded and glanced at the Groundbridge control that pinged. "Speakin' of the devil."

Ratchet opened the Groundbridge without a word and the swirl of light lit the room in blue and green light. After a moment Prime, Wheeljack, Bumblebee, Bulkhead and Arcee stepped out of the wormhole. The moment they were in Ratchet deactivated the 'Bridge and the lights disappeared.

"How the energon hunting went?" Hot Rod asked.

"The line is rich and easily accessible." Optimus said in pleased voice. "It will last us for some time."

"We're in luck lately." Wheeljack leaned against a wall. "I will have to dig another storage room for the new energon."

"That's because of the cease fire." Arcee pointed out. "We don't have to avoid and fight off the Decepticons."

"It won't last forever." Ratchet reminded.

"We should enjoy it while it lasts." Arcee shrugged. "And gather as much energon as we can for when it'll end."

"Indeed we should." Optimus agreed. "Bulkhead, Wheeljack and Ratchet, you will come with me to the mining site. Raf, will you be able to manage the Groundbridge?"

"Of course Optimus." Raf smiled and pushed his glasses higher. "The new controls are even easier to operate than the old ones."

"Good. Bumblebee, you will stay with Raf and Miko, while Smokescreen and Jack will take our new team members for alt mode search." Prime decided.

"What about Arcee?" Smokescreen looked at the femme. "Jack's her partner."

"Arcee has a meeting with Shockwave." Optimus informed.

"I'm not in position to question anything here, Optimus, but is it wise to attend to a meeting with such a high ranking Decepticon without any backup?" Hot Rod asked with what seemed like confusion. "I mean, I'm not questioning the cease fire, but they're the Decepticons, the name came from somewhere."

"Actually, Decepticons first took their name when they fought against the fake philosophy of Functionists and Megatron's manifesto "Towards Peace" became widely quoted. The name originates from the quote 'You are being deceived.' Megatron chose to keep the name since his faction started to use deception to avoid capture first by Sentinel's Prime and later by Zeta's Prime forces." Rewind informed.

"Whatever, my point is, Shockwave's sneaky bootleg." Hot Rod waved his servos frantically. "Who know what he's up to?"

"I trust Arcee to not fall into any Decepticon traps." Prime turned to Hot Rod and pinned him with gentle yet firm stare. "And also I know Shockwave from before the war and he will follow the cease fire. I decided to designate Arcee as our liaison because she and Shockwave worked together during our search of M.E.C.H. and the cooperation was smooth. There are also personal issues involved so I would appreciate if you would desist from questioning my decision."

"I understand sir; I was just concerned about her safety." Hot Rod backed off but not entirely. "The cease fire is not a permanent peace."

"We are all aware of that." Arcee said and turned to the Groundbridge. "On both sides." She added as Ratchet silently activated 'Bridge. "Thank you Ratchet, see you later."

"What she meant is that there is no innocent side in this war." Ratchet spoke deactivating the wormhole.

"I know." Hot Rod crossed his arms over his chest. "You don't have to tell me that."

"Good, let's go to scan ourselves some sweet rides, you feel me?" Jazz grinned slyly.

"You don't have to repeat that, bro." Blaster answered with smile of his own. "I feel ready to get out and do some sightseeing."

"You will mostly be doing a car seeing." Smokescreen shrugged. "Jack and I spent two hours before I found something worth of my attention."

"Yeah, but that was in Jasper." Jack smiled. "Now we're going to Los Angeles."

oOo

_New Kaon construction site._

The Worldsweeper didn't look much like the Deceptilogo anymore, most of its patriotic hull was already gone, but the ship itself was still in one part. It was a lot of materials that could be re-used and no one was about to waste it. Especially that it was built from Cybertronian alloys.

Shockwave was already planning how to re-use the materials in the most efficient way. The hull could be used to build either a shooting range or perhaps ballistics or explosives laboratory, or to make super strong vault. He needed to see what were his options when it came to the vault, perhaps it would not need such a durable materials if its location would protect it against any kind of damage? Shockwave would rather build a super resistant laboratory, but it wasn't just his call and Megatron needed to approve his project.

A Groundbridge disturbed his pondering about convincing Megatron to make a resilient lab instead of a shooting range that the Lord of Decepticons would probably prefer. The 'Bridge whirled in luminescent colours for a moment and then produced a sole figure. Shockwave instantly recognised Arcee.

"I didn't expect you today." He said in his usual emotionless tone.

"Does that mean you want me to go away?" Arcee asked with half smile.

"No, your visit is not an unpleasant surprise." Shockwave's antennae twitched.

"Then I will stay." The femme walked closer. "I actually came to ask how your new recruits are doing."

"They are being instructed about the cease fire and details of our presence on Earth." Shockwave carefully chose his words to not spill anything Megatron didn't want Autobots to know. "How about yours. We have observed an Autobot unit entering the atmosphere."

"They're fine. Currently suffering from deep shock learning about the cease fire, and cultural fascination thank to our human friends." Arcee chose not to reveal designations of the new Autobots. "I see the second ship was p-6."

"Indeed, though it shared the fate of all P-6's that crash landed." Shockwave knew that both sides knew about Symbol Ships' tendency to plant themselves nose first into planet surface.

"At least you have some extra materials now." Arcee felt the need to find a bright side of the situation even though she knew that Shockwave would not appreciate the effort.

"I would rather have them in form of prepared elements than this." Shockwave moved his attention to the Worldsweeper and the Miners that right now glared instead of working but upon seeing the mono-optic mech hurriedly returned to work.

"They seem to be interested in us." Arcee politely noted. She was having this game with Shockwave since the summer. The large Decepticon dared to touch her only few times and seemed rather shy though from the files she managed to find she learned that before Shadowplay (and Empurata) he was a femme's mech. A handsome, famous, wealthy, with high social status; a perfect mech for any femme or carrier mech. And he had no problems with being so popular. Now he was distanced and even though he seemed to have no problem with initiating of some more intimate actions he simply chose not to, or at least no too often and only once without asking her first for permission.

"I would rather say interested in you." Shockwave pointed out. "You have reputation of a deadly warrior among our troops and miners."

"I know, but I don't know why they're so fascinated by me now."

"They probably ponder what you're doing with someone like me." Shockwave's winglets stirred and his antennae sagged slightly. "I may be a high ranking officer, but I am still considered to be unattractive due to the empurata."

"Well, let them ponder." Arcee shrugged. She wasn't about to reject someone just because he was a victim of barbaric procedure. "As long as they don't disturb us."

Shockwave noticed that his spark rate increased, his energon pressure rose significantly and his core temperature started to rise. He knew these symptoms; he had them many times, mostly before he literally lost his face. He was sure that before the Shadowplay he would already be embracing the femme before him, caressing her winglets and gently leading her to his berthroom or any fitting area. Now he was far more composed and much better at dealing with his impulses, but he was also realistic about what this little blue femme's presence was doing to him and where it led to. He was about to propose moving to more isolated area and perhaps engage in some erotic activities (but only as erotic as Arcee would allow to, he didn't want to jump her after all).

He reached with his servo and gently traced Arcee's jawline but never managed to ask her when he heard the tell-tale cry of an Insecticon and noise of helicopter rotor. Those two sounds could only mean one.

"Airachnid!" Arcee growled with venom.

oOo

Airachnid decided that she would investigate the Decepticon structure she crawled out from months ago; it was her best point of orientation. Without coordinates for Nemesis it was the best way to start. Her main goal was to take over Nemesis to be able to leave this backwater planet. Of course before she would leave she would try to get to Arcee, play with her and then kill her. And of course deal with her Jack.

When she arrived she was able to see that the structure was not abandoned, which was great news. She could recognise a ship being taken apart and small thought entered her mind: perhaps it was flight worthy? She would find out as soon as she could, if it was she would ignore Nemesis and go straight for Arcee… or perhaps she wouldn't have to go for her?

The ex-Decepticon femme couldn't believe her own optics. It was Arcee, right there in plain sight. And with none else but Shockwave! Airachnid almost lost her momentum as she observed what was happening. Shockwave reached with his good servo and delicately caressed the Autobot's face while watching her straight in the optics! Shockwave of all people! She would question her optic sight if not for the fact that she knew she was sober and wasn't just seeing things. Well, well, well, Arcee was close with another mech. For Airachnid it only meant one thing: another mech to take away from the Autobot femme, regardless of his faction. This in turn made Airachnid ponder what in Space had to happen for these two to be all lovey-dovey (if that could be said about Shockwave that is) and not try to kill each other? Not that she cared much; she just wanted to leave this place with Jack's and Arcee's heads.

Before she could decide which one to attack first both of them turned their heads as they heard her coming. Arcee's face momentarily changed into mask of pure hatred while Shockwave's antennae and winglets stiffened in place. There went the surprise factor, but it was nothing. Airachnid was prepared for fight.

"My minions. Attack." She commanded silently but the Insecticons heard her through the telepathic link. And instantly they obeyed their Queen's order.

oOo

The Insecticons charged, all seven of them shooting which forced Arcee and Shockwave to jump aside. The swarm of seven bugfromers flew by before Arcee and Shockwave could take an aim. Airachnid hovered just outside of effective fire while her Insecticons turned in wide arch.

Arcee aimed but they moved and split and then just zigzagged before she could pick one. Shockwave observed Airachnid, he didn't aim and shoot, it was pointless as he couldn't get clear shot.

oOo

Airachnid observed her minions attacking the two Cybertronians, under her command and telepathic guidance they performed flawlessly. But now it was time to engage the enemy. Airachnid noticed that the Decepticons working on the ship were Miners; that was a good thing for her. Miners were not combatants, they were easy prey.

"Heh, Vehicon rejects." She smirked internally. "Leader, engage Shockwave! The rest, eliminate Miners!" She ordered. This would be easy.

The Miners were unarmed; all they had were welders and industrial energon blades. Shockwave was large, strong and dangerous, but he was mostly scientist, he would have to succumb to her strongest warrior. She wouldn't be so sure if it was Megatron or Soundwave, they were both ex-Gladiators and both champions. She remembered the last time her Insecticon fought Megatron, and clearly the beast lost. But this time there was no Megatron around.

And then there was Arcee… all alone, and just for Airachnid to deal with.

Six Insecticons hurried to the Miners and started to shoot, it was execution actually. Then the Leader landed on Shockwave's back and blew few punches and that was sign for Airachnid to act.

oOo

Arcee saw Insecticons flying above her and shooting at the Miners who ran for cover but there was no chance for them to be able to defend themselves. Miners were foul mouthed and could land a punch when they wanted, but they were just workers, essentially civilians.

The same moment that the bugs transformed in mid-air and landed, another one fell on Shockwave. The ex-Senator fell on his front and wanted to get up, but the Insecticon on his back hit him couple of times and was much heavier so the Tarnian had trouble with rising to his pedes. Arcee took her aim and was about to shoot the Insecticon in the head, when she received a kick in her back that sent her tumbling.

"Arcee." A familiar voice said in almost fond tone.

Arcee jumped to her pedes and sent the other femme a death glare. "Airachnid!" Shockwave had to manage on his own for now.

"Did I interrupt something?" The spiderformer smirked mockingly.

"We were just planning your funeral." The blue femme growled and extended her blades.

"Oh, and I thought that you and the Cyclops were starting to get to know each other better." Airachnid stretched her spider limbs. "It is kind of sweet, you know the way you treat that pitiful cripple like he has any chance with a femme."

"He's prettier sight that you are!" Arcee launched herself but Airachnid blocked her hits.

oOo

Shockwave felt the weight of the Insecticon on his back, the beast was too heavy to just throw him off, the scientists moved his head and saw Airachnid kicking Arcee. He was sure that the Autobot femme could manage. At least if she was able to hold her emotions in check. For now he had to get rid of the snarling bug that was trying to punch a hole in his back.

Lifting the Insecticon was out of the question, not from this position, but it was merely matter of right move to make the creature lose its stance. In the distance Airachnid called him a cripple, which wasn't a surprise, Airachnid was cruel by default.

Shockwave rolled to his right side and the Insecticon fell off not being able to hold his footing due to sudden move. This allowed Shockwave to get back on his pedes. He gave a quick look at the Worldsweeper and saw six Insecticons killing the Miners, ripping them apart and hollering in their own way. Then he glanced at the seventh Insecticon only to be hit in the side of his helm by a large fist. That sent him on his back, but before the beast could jump on him the Tarnian aimed and fired from his cannon. The shot wasn't potent enough to kill the heavily armoured bugformer, but it was enough to send him back flying.

The Decepticon rose to his pedes again, Arcee and Airachnid were busy with their hand to hand combat. He cast a quick glance at his own adversary, but the bug was still coming to his senses after hitting his helm on a large boulder. He needed to act in the most optimal way, but also make sure that he would not be interrupted. The most obvious solution would be just kill the Insecticons, but it would not the logical way. He needed to eliminate Airachnid, without her they would obey the nearest Decepticon and not Airachnid.

He turned his attention to Airachnid. Arcee was making it hard for the Spider-Femme and Shockwave noted with satisfaction that Arcee could fight without her emotional side taking control over her. Yet the only logical solution was to end Airachnid there and then. He aimed and waited few seconds for Arcee to jump back, then he fired.

It was Airachnid's blind luck that she moved just as the charge meant for her head reached her previous position. The femme hissed at Shockwave, who was just about to shot a second time and sent two blobs of her webs, both reaching his cannon, then a third one at his single optic. At the same moment when the third blob reached Shockwave's head, Arcee landed two blows on Airachnid's shoulder and face, none of them serious but both drawing energon. Airachnid growled and sent Arcee flying by shooting her point blank in the stomach.

"My Minions! To me!" She ordered and howls that were heard from the distance silenced replaced by buzz of Insecticon wings. "Dismantle her, but don't kill!"

There was a howl or two as Arcee rolled in pain; that shot hurt badly. She could take a lot, but point black shot was not something she could shake off just like that.

Airachnid smirked as she closed on Shockwave who tried to get the white goo off his head. The Insecticon Leader was coming to, but she could tell that he hit the boulder hard. Her first Insecticon on Earth was shot by Megatron and survive, so Shockwave's cannon couldn't do much damage, what rendered the beast useless was the blow to the helm. It was just Shockwave's pure luck; otherwise the Insecticon would rip him apart already.

"I said it once, and it looks like I will repeat it." The femme said coldly. "Easy prey."

She took a swing with one of her limbs aiming at Shockwave's spark. It was funny how all mechs were so easy to kill.

"I just love how history is repeating itself. I offed Tailgate and Arcee was unable to stop me, and now I am ending you, and she us just as helpless." She mocked. "It's a shame this will not happen for the third time. Oh, well, fare well."

The claw of the spidery limb hit hard, but it did not connect with its target as Shockwave blocked it with his cannon, then pushed hard and with one final tug managed to unstick the web from his optic. Before Airachnid could strike him again he swung with his cannon and threw the Spider-Femme back.

"WA-LA-LA-LA-LA!" The Insecticons summoned reached their destination. Shockwave stared at them for a moment, his antennae and winglets rigid. There were too many of the underground beasts to manage just for him and Arcee. Logic dictated only one solution.

oOo

Arcee managed to get on all four in time to see the incoming beasts. They were still covered in energon of the Miners they killed. She stood up shakily and folded her blades back, activating blasters instead. She fought one Insecticon and lost, she only made it because the beast went after Jack. She had no chances with six of them but she wouldn't go down quietly.

She aimed at visor of the nearest bug, but before she could shoot a large, grey servo with brilliant purple biolights grabbed her arm. She turned and faced a single, red optic.

"Come with me if you want to live." 1) Shockwave released the femme's arm so she could switch it back. "We cannot fight them, we need to run."

Arcee stared at him for a second, then glanced back at the Insecticons that landed and were heading in their direction.

"Where to?" She asked.

"Follow me." Shockwave said and transformed into his Cybertronian Tank form. Arcee quickly switched to her alt mode and followed him.

Despite being a heavy tank Shockwave was able to reach quite impressive speeds. It took him longer to accelerate but when he sped up he was having quite a pace. Arcee was of course faster and more agile, she was made for speed and right now she felt more stable on wheels than on her pedes.

"We need back up." She said driving next to the large tank.

"I cannot reach Nemesis. They're in northern Greenland at the moment. Unfortunately Aurora Borealis creates interference in our communication."

"Scrap!" Arcee sped up a little. "I'll try to call my base…"

oOo

Airachnid watched as her prey drives away with barely contained fury. She noticed that the Insecticon Leader was starting to rise to his pedes while the other six were looking at her for orders.

"What are you waiting for? Four of you, after them!" She yelled. "The rest, with me, we must asset the state of the ship!"

Immediately four Insecticons transformed and flew while two other waited for their Queen to lead them. The Insecticon Leader moaned and slowly dragged himself after Airachnid and his two brethren.

oOo

Arcee moved one of her mirrors to take a good look at the chasing party while she dialled up the base. She didn't wait long for Raf to answer.

::Arcee?:: The boy's voice rang trough her .

"Raf! We're being attacked by Airachnid! Her Insecticons are chasing us!" She said but couldn't continue as the four flyers began to shoot. "Get my location and contact Prime, can't talk now, they're shooting us!" And with that she disconnected.

The shots were close and she zigzagged to avoid them, it was easy for her but she quickly noticed that Shockwave wasn't as manoeuvrable as her. Certainly not while maintaining his current speed. She slower a bit and then accelerated bouncing on her rear wheel, jumped, transformed in mid-flight and then gracefully landed on top of her tank forming companion. All in one smooth move.

She instantly crouched and turned to the Insecticons. "I hope you don't mind." She said never losing sight of her pursuers.

"I do not." Shockwave replied. "You weight almost nothing compared to me."

Arcee smiled remembering that it wasn't a courtesy but a fact, then aimed and began to shoot.

"This won't stop them, it can only slower them at best." She said while trying to hit the most vulnerable parts like visors or wings.

"We need to hide until your team can aid us." Shockwave stated. "This is the area where you stationed for a long time; you know it better than I do. Is there any place where we can seek safety?"

"Go East, there's an old mine near the town."

oOo

_Autobot Base. The same time._

The Groundbridge's light illuminated the entire main room when Prime, two ex-Wreckers and Ratchet entered the cave. The moment the 'Bridge went off they transformed. They had the energon ready but they left it when Raf called them.

"Rafael, what is happening?" Optimus came closer to the boy.

"Arcee called. She said Airachnid was attacking and that Insecticons were chasing her. I am still trying to triangulate her position when she called because the new system isn't set on automatic yet."

"She was near the New Kaon." Ratchet tapped at Groundbridge's console.

"She sounded like she was running… or driving." Miko pointed out. "And she was saying 'us' so she was probably with the Eyeball." 3)

"If there were Insecticons they had to run." Wheeljack offered his professional Wrecker analysis. "Shockwave and Arcee would probably manage one, maybe two, but not if there was more."

"Did they contact Megatron?" Optimus re-focused of Raf.

"She didn't say."

"Ratchet, stay here and call Megatron, if he doesn't know, inform him of the situation. Bumblebee, you will go to the mine and watch the energon. Bulkhead, Wheeljack, you will come with me." Prime ordered. "We're going to Arcee's last location…"

"Got them!" Raf exclaimed with triumph. "And it looks like they were heading north of the New Kaon, but they weren't very far."

"Good. Open the 'Bridge…"

"Wait Optimus, what if the rest will come back?" Miko jumped from her spot on the couch.

"Sent them. We do not know how many Insecticons Airachnid has." The Autobot Leader decided. "Autobots! Transform and roll out!"

Ratchet activated the Groundbridge the moment they transformed and instantly they left.

"Hey, Bumblebee, may I go with you?" Miko smiled widely.

"_Is it safe there?"_ The Scout asked Ratchet.

"Yes, just don't do anything stupid in there." The Medic sighed. "I don't want my energon desecrated."

"We will behave, we promise." Miko grinned. "I just want to see the place."

"_Relax Ratchet, I will fuel on that energon too, you know."_ Bumblebee beeped. _"Besides, I wouldn't want you guys to walk up on us."_

"Especially Bulkhead." Raf added.

"They you may go together." Ratchet agreed. "Just keep out of trouble."

oOo

_Nevada, Dakmount's (former Jasper) proximity._

The old mine's shaft was just wide enough to allow Shockwave to barely squeeze through it, but later few moments they found out wider tunnels and finally a bottom of vertical shaft that used to serve as lift shaft, some light was managing to get in through from the top of the shaft covered in some dried shrubs.

"I think we're safe here for now." Arcee stared at the light far above them. "This is a mine from early XX-th century. It not very large but it's a real maze. No Insecticon will be able to just walk in; they will have to dig their way in. It will buy us enough time."

"You seem very confident." Shockwave sat down in the dirt and followed Arcee's sare.

"I know my team, they don't leave anyone behind." Looked at the mech before her. "They will come."

"These rocks are blocking our signals; your comrades will not be able to locate you."

"They will find a way." Arcee put her hands on her hips. "Ratchet opened a 'Bridge in moving train once, he managed to reach Unicron's innards, he'll find a way."

"Again, you seem very confident. What if Airachnid will find us here?"

"She won't, but we're not entirely defenceless." Arcee produced her blasters and then noticed that Shockwave's cannon was still covered in web. "But I think we need to rid you of Airachnid's goo."

Shockwave lifted his cannon and stared at the white cyber-silk for a moment. "It would be an improvement. But it is glutinous."

"Trust me; I have more experience with this stuff than I would want to. After few moments the glue dries and it's safe to touch it." Arcee started to pull at the white strands. "You will be freed in no time."

oOo

_The Surface, New Kaon site._

Airachnid was deeply disappointed. The ship was not operational, it crash landed and after being able to read its specs (due to the fact that it was already partially stripped) she knew why. A P-6 Worldsweeper couldn't just land on a planet's surface, it always crashed and first crash was its last one because of ridiculous construction. She looked around noticing energon puddles and various body parts and internal mechanisms all around. No Miner survived. She took few steps and kicked a single uncrushed head. This was failure, but at least she found Arcee.

"Minions!" She growled and reached with her telepathic link to find her Insecticons. She wanted to know their status. Hopefully they would be returning to her soon with her prey.

"My Lady!" The Leader slurred. "Look!"

Airachnid approached her minion and followed his gaze. The next moment she was transforming into her helicopter mode and summoning rest of her swarm. There was group of Autobots near and she didn't want to deal with them, they already fought her and her Insecticons once.

"Retreat!" She hissed. "Immediately!"

oOo

The three Autobots heard the helicopter blades and looked at the direction of New Kaon but they were too far to give pursuit for the escaping femme and her soldiers. Before she managed to vanish they noted few more joining her but they vanished behind a random mesa before anyone counted them. They only noted that it was a small group.

"So, she returned." Wheeljack narrowed his optics. "But where's 'Cee?"

"She was driving north; the burn marks will lead us to her." Optimus pointed at energon blast marks that marred the rocky ground. "Let us hope we are not too late."

"It's Arcee, she's a survivor." Bulkhead spoke in strong voice.

"Well, as much as I hate to say it, she's not alone, Shockwave's with her." Wheeljack joined his wrecking buddy. "I met that creep and while he's no fighter, he's hard to kill. They should both be fine."

oOo

_Nemesis. The Bridge._

Soundwave tapped at his console while Megatron observed the display on the monitor wall: it showed white plains of Greenland's glacier. In the background Starscream was arguing with Skywarp with Barricade throwing in some of his more acerbic comments every now and then.

"And I swear, Skywarp, I don't want to hear about you pushing anyone off anything! Is that clear?" Starscream screeched in annoyance. "It's enough that I have to deal with three insane Insecticons and their little prank war!"

"But it is brilliant, Screamer!" Skywarp laughed. "Welding Bombshell to the ceiling was ingenious. I wish it was my idea."

"Then you would end up with your face welded to someone's aft." Starscream replied. "It is not ingenious and you are to finally start to behave due to your age! You're not a youngling bully anymore."

"Aww, Screamer, you always laughed from my pranks."

"I always facepalmed at your pranks." Starscream's voice raised a few notes higher. "You should already know the difference!"

"How about face-pie-ing?" Skywarp giggled. "That was good. You know, these Earthlings have great ideas when it comes to comedy."

"I concur, that pansy must've looked priceless with organic goo all over his face plates." Barricade nodded once. Knockout was too self-centred for his taste.

"Silence!" Starscream yelled at the grounder. "That was one of the most shameful incidents in history of this ship!"

Before Barricade could answer a loud ping caught everyone's attention. Soundwave reached and the main console came to life with Ratchet's face.

"Megatron? Can you hear me?"

"I can. What do you need?" Megatron spoke calmly, fully aware that two new arrivals were observing him and Ratchet.

"I tried to reach you for past five minutes…"

"We had radio disturbance due to Aurora Borealis. It is gone at the moment."

"Airachnid is back. She attacked Arcee and Shockwave." Ratchet's face was grim and Megatron felt that he wouldn't like what the Autobot had to say to him. "There were Insecticons chasing them."

"Do you have their coordinates?" Megatron clenched his fists. That femme was working on his nerves. He clearly remembered the Insecticon she set at him.

"Yes. Optimus is already there." Ratchet informed. "I am sending you their last known position."

"Receiving them. Thank you."

"Welcome." And with that Ratchet was gone.

Megatron stared at the map that Soundwave displayed for a moment, then he turned sharply. "Soundwave, get me Motormaster." He ordered.

The silent spy only nodded and then sent message to the other mech.

oOo

_Autobot Base._

"Insecticons?" Jazz asked and frowned. "I have had some dealings with them. Back on Cybertron, when we were gatherin' energon for launch. And Cliffjumper told me about that action with Airachnid."

"What action?" Hot Rod's optics grew.

"That crone caught Tailgate and Arcee, then tortured them, when Arcee didn't yield she killed Tailgate in front of 'Cee." Blaster explained. He knew that story as the Communication Expert and all reports that reached Prime had to go through his servos first.

"Oh." Hot Rod felt taken aback. "And she still wants to see Shockwave?"

"They're both victims." Ratchet stepped in. "Rodimus, you've had relatively safe life, but there are people who had to rebuilt theirs from ruins. Such things create bonds."

"What Ratchet is saying, is that you shouldn't judge Arcee, it's unhealthy." Smokescreen patted the red and yellow mech's back. "She'll kick your aft."

"Come on; let's give the Prime some back up." Jazz grinned. "We've been chillin' in L.A. and now let's get some work out."

"Oh yeah, let's Blast ourselves some bugs." Blaster stretched a bit. "Time for some pest control."

"You read my mind." Smokescreen's doorwings jerked up in excitement.

oOo

_The old mine._

The light was getting weaker as the sun was nearing the horizon and the mineshaft was now bathed in deep shadows but Arcee managed to unstick all of the Airachnid's web strings. Shockwave held the cannon patiently all the time and allowed the femme do work in silence. He felt comfortable with just sitting there and watching as her small servos freed him slowly from the white threads tangled into thick cover.

"There, done." Arcee stepped back and threw the remains away, not caring where it would land.

"Thank you. I appreciate it. I seem to still have some of it on my hand and head though." He presented his servo that indeed still had few white strands on it. "Airachnid shot me in the optic."

"What a surprise." Arcee just sigh a heavy vent. "The web shooting never gets old with her. Show me that hand first."

Shockwave obeyed silently and Arcee quickly got rid of the cyber-silk. It wasn't much, but he didn't want to have it tangled into his digits' joints. Arcee stepped closer without a word and took a better look at where his head was still covered with her enemy's webs. There were few loose strands stuck on the top of his head and few more on his antennae. She reached and began to remove them quickly, before all light would disappear and she wouldn't be able to see anything aside of Shockwave's optic and biolights. She gasped silently as Shockwave's servo gently landed on small of her back when she reached with her both servos to untangle his left lower antennae.

"Shockwave?" She looked down at the mech. This was the boldest move he made since they first met. It was quite a surprise.

"I have heard Airachnid saying that I am a pitiful cripple." He said.

"I told you already…" The femme began. She didn't want to repeat that she didn't consider him cripple, pitiful or otherwise, just because of his looks; but she was interrupted.

"I know. But I appreciate that you do see me as a mech and not a grotesque caricature of a Cybertronian." He admitted.

"Shockwave… "Arcee gave the mech surprised yet serious look. She didn't expect that.

"Before we were interrupted I was about to propose you to find a private location and perfume some intimate acts." He said and pulled her until she connected with his chassis. "I will understand if you will decline."

"And there I was wondering if you would ever dare to do anything more than a caress every now and then." Arcee's optics shone with humour. "Am I really so dreadful that you had to wait that long?"

"Far from it. I didn't want you to consider me to be interested solely in physical aspect of our acquaintance."

"Gee, you make everything sound so romantic." The femmer rolled her optics. "It looks like the initiative is on my side." She added and reached to gently trace his antennae.

She felt his hand going up and up until he found her left winglet and caressed it sending shivers down her spinal strut. It was hard for her to reach his winglets due to his size, but for now she was happy with gently toying with his antennae. She leaned to kiss them when the mine shaft filled with brilliant blue and green light of the 'Bridge.

"Now they come." She growled in annoyance. "What a sense of the moment."

"Better late than never." Shockwave let go of Arcee's winglet. "And the Groundbridge is more convenient than crawling out of here."

"They could wait some more. An hour or two perhaps." Arcee approached the swirling vortex. "Or maybe tomorrow morning."

"The interruption is most disappointing, but we can always continue later." Shockwave rose and followed the Autobot femme. "Perhaps in more sheltered area, where no one will disturb us."

"Provided you won't return to your previous behaviour."

"I do not plan to." Shockwave stepped into the wormhole. "But now let us leave this place."

"You don't have to say that twice." She followed him.

oOo

_The surface._

Megatron waited patiently for Soundwave to report the location of Shockwave. The Spymaster was hooked to Nemesis' sensors and the ship itself was at full speed due south to avoid the Aurora interference to the communication frequencies.

The two Decepticons joined Prime and his Wreckers at the end of shooting marks path. Wheeljack was crouching and silently analysing tracks left by Shockwave and Arcee. Megatron transformed high above the ground and landed with loud thud. Motormaster drove in his brand new flat-nose MAN TGX 41.680 v8 truck alt-mode and transformed after blowing his horn loudly.

Before anyone could say anything another four Autobots arrived. Smokescreen was no surprise to Megatron, though Motormaster wasn't familiar with that particular Autobot. Other three was a transmission van and two sports cars. The van shifted revealing Blaster, which was a surprise to Megatron, who knew his and Soundwave's difficult past4).

The next was flashy red and yellow Fort GT with flames painted on his bonnet, very similar but also different than what Optimus had. Megatron couldn't recognise they young Autobot but his face looked strangely familiar 5). The last one was white and light metallic blue Bugatti Veyron Super Sport and Megatron knew of only three Autobots that would choose such an ostentatious car, two of them were twins 6) and this was a single mech, which meant that this had to be Jazz. Only that mech could speed nonchalantly.

"Jazz, Hot Rod, you were supposed to scan vehicles that would allow you to melt in, not stick out." Optimus gave the two sports cars disapproving look.

"Don't blame them, Optimus." Blaster ignored the two Decepticons. "It would be hard to disguise as some old crock and then speed like a dragster. They needed something to fit their abilities."

"Yeah, and since when only Knockout can have a good alt-mode?" Smokescreen shrugged his doorwings. "And Bumblebee and Wheeljack can have fast modes. Why not the rest of us. Even Arcee is a classy bike."

"Arcee will have your doorwings." Wheeljack smirked. "She was already questioning your neural capabilities when you scanned your alt."

"What can I say? I'm sexy and I know it!" Smokescreen only flashed his denta in wide grin.

"Now, that sounds like something KO would say." Bulkhead chuckled. "Maybe you two are related?"

"Oh please! There are things that are too much even for my brain module." Smokescreen pulled disgusted face.

"Hate to interrupt you guys, but perhaps we should handle the situation at hand?" Jazz reminded the mutual adoration group where and why they were. "We can have wit contest later."

"That shouldn't be difficult." Megatron said activating his . "Soundwave, have you located Shockwave's signal?" The Warlord asked his trusty TIC, there were few seconds of silence. "Good, open a Groundbridge to his location."

Few seconds later everyone watched a Groundbridge vortex materialising. The swirling light casted long shadows and it stayed there for a moment before two figures walked through it. Both looked unharmed but covered in dust.

Motormaster casted Shockwave a quick once over and then focused on the Autobot femme. She was short and dainty but her gait betrayed a skilled warrior. Dark blue paint allowed her to melt into shadows. It wasn't surprising that Shockwave would find her attractive but it was kind of shocking that she wanted to deal with an amputee. At least for Motormaster.

"Shockwave, report." Megatron demanded.

"Shortly after Arcee joined me Airachnid arrived in her alt-mode, leading group of seven Insecticons." Shockwave started and then quickly presented the order of events, omitting his and Arcee's private moment that the Groundbridge interrupted.

"Seven Insecticons then." Optimus furrowed his optic brows. "Not as much as we dreaded but still enough to pose a threat."

"And she probably wanted to take the ship." Wheeljack added. "She couldn't know it was broken. Otherwise she wouldn't bother. She would throw all her bugs at Shockwave and Arcee."

"Except she wants me for herself." Arcee spoke. "She would rather have me watching all she would do and only then kill me."

"Yes, Airachnid's fixation is no secret." Megatron bared his sharp denta. "But she wants to leave this planet the most. She needs a ship."

"Then she will attack Nemesis." Optimus concluded. "Or she will try to take over your Spacebridge and leave Earth that way."

"She will not be allowed to." Motormaster boomed with strong voice.

"No, she won't." Megatron agreed in much more calmer manner. "I was about to wait for Tarn to arrive, but seeing that she decided to act I will not. If she will be caught before Peaceful Tyranny arrival, she will be tried immediately and executed with my own sword." Megatron clenched his right fist and unsheathed his massive blade.

"Not if I catch her first," Motormaster produced his own sword. "She owns me energon for death of my underling!"

"You are to deliver her to me, Motormaster!" Megatron ordered. "Only I, D.J.D. and Conclave has the right to deal with traitors!"

"Regardless of Decepticon judicial system, we are still in need to catching Airachnid." Optimus reminded in grim voice. "And she proved many times that she is not to be underestimated."

"Yes, indeed." Megatron face clouded suddenly. "I suspect that Airachnid will try to reach her goals in less direct way the next time. I have to prepare for that." The mech turned away and walked few paces away before calling for Spacebridge. "I suggest you do the same, Prime." He entered the wormhole followed closely by Motormaster.

Shockwave quickly bid good bye to Arcee and followed his fellow Decepticons. The moment he disappeared the 'Bridge closed.

TBC

1) Quote from "Terminator" series. The idea was given to me by dopePolish.

2) Transformers Prime, season 1, ep "Darkness Rising" parts 3 and 4.

3) Miko means Shockwave, because, duh, the guy has one huge eyeball instead of a face. But she doesn't mean it to be derogatory. It's just the same thing as if she would call Starscream "Heels".

4) According to most people said difficult past is caused by their massive egos and hurt pride, and it escalated from there. Blaster feels that his old buddy betrayed his friendship by joining Megatron. Soundwave claimed that Blaster snobed him out to the point where he didn't even came to Soundwave's mate (that died a tragic death – see the Beauty of the Beast, chapter 11, Hammerhead, chapter 28 for reference). Blaster claimed he just couldn't make it on time. Soundwave answered by accusing Blaster of using cheap excuses (only in less polite words). Blaster punched him. Soundwave hit back. They had to be separated by force. MacCaddams Old Oil House was closed for entire Quartex (or Orbital Cycle = one Earth's month) for repairs.

5) Rodimus is in my story Sentinel Prime's "nephew" as he is Sentinel sister's son. He even got a name that would mark a future Prime, but Sentinel's sister, didn't want to have anything to do with her brother's ambition to become Prime, so she left Iacon. Hot Rod (because 'Rodimus' is such a serious name for a youngling) do bear resemblance to his "uncle" (attention – Cybertronians don't create large family units like Earthlings, with exception of Vosians, but they don't have any names for various family members, they just call them "relatives"). Also, in Megatron Origin we can see Sentinel being

6) Sideswipe and Sunstreaker naturally, though they would choose Lamborghini Diablo naturally, otherwise we couldn't call them "Lambo Twins".


	7. The Ghost Faced Killer

**Spider Woman.**

"_Sooner or later_

_You're certain to meet_

_In the bedroom, the parlor or even the street_

_There's no place on earth_

_You're likely to miss_

_Her kiss_

_(…)_

_Of the Spider Woman_

_In her velvet cape_

_You can scream_

_But you cannot escape _– Kiss of the Spider Woman – the musical.

**Warnings**: Violence, sex, explicit language – you know, the usual.

Timing: Post season 2 finale, in my very own Beauty of the Beast Prime timeline.

Rating: T to M (and MA).

Pairings: multiple.

Disclaimer: Transformers Prime © Hasbro. Story's plot and OC's © me. There may be some OC's that aren't mine – they belong to their respective creators.

**The Ghost Faced Killer.**

"_(…)Hear the footsteps,_

_They're coming up the stairs,_

_Climbing the walls,_

_And they moving round the chairs._

_All those screams,_

_Sounds like murder!_

_The return of the Ghost Faced Killer!_

_You better watch out,_

_You better lock your door!_

_Coz' you don't know who that killer_

_Will be waiting for!_

_The Ghost Faced Killer! (…)" – _The Dead '60s,_ The Ghost Faced Killer._

oOo

_Nemesis, the Bridge._

Megatron was dangerously calm. Starscream wasn't sure what was worse, dangerously calm Megatron or perhaps dangerously violent Megatron. Violent Megatron equalled terrible injuries and ending in Knockout's care. But last time Megatron was so calm Starscream almost got deactivated (and the time before that he was saved by Autobots and collapsing cave).

The other thing was that ever since Megatron got involved with that femme, he was calmer and less violent in general – Starscream mused. The old Warmonger was still his old self, but less prone to get angry… Just the way he was at the beginning, before the war took its toll on all of them.

Now however it looked like the pre-June Megatron was back and Starscream didn't like the possible outcome.

"Master, perhaps we should simply place armed guardians?" The Air Commander decided to speak, all was better than the silence. Well, maybe not all…

"We don't have enough Vehicons!" Megatron roared in irritation.

"The Insecticons…" Starscream began but an angry glare silenced him in midsentence.

"Are too much risk." The Decepticon Leader growled.

"Lord Megatron, I guarantee that the Disruptors work flawlessly." Shockwave assured. That earned him a long glare from his fellow Tarnian.

Megatron would never guess that Shockwave and Arcee would ever get along so well, but they did and the Warmonger was sure that one thing would lead to others and in the end even Shockwave could not ignore his own Spark. If it would demand the presence of another being he would have no other choice but to obey. That was the thing with Cybertronians, they had their Brain Modules for higher functions, and their Sparks for more basic, primal functions (in the greatest simplification of course). Shockwave's Brain Module has been changed, re-wired but his Spark was healthy and whole (the opposite from Soundwave, who in the end got his Brain Module re-wired too, only to lesser extent). So in the end Megatron was not surprised that after getting along that well, Arcee and Shockwave would simply continue their acquaintanceship. At some point that would cause problems.

"They work flawlessly now, what will happen if they will get damaged in combat?" Megatron asked, this time in calmer voice. "Your little gadgets may prevent my Insecticons from being taken over by that Spider-forming wretch, but if they will be damaged they will stop working and I don't want to give that femme more minions! Your devices enabled Insecticons to become workers, but I will not risk them in any possible battle."

"Master, but an Insecticon is the best way of fighting another Insecticon." Starscream reminded. "If we will have enough of them, Airachnid will be beaten quickly."

"Have you learned nothing, Starscream?" The Warlord tuned sharply to his SIC. "Airachnid won't attack in blind."

"She did attack Shockwave and his two wheeler in blind." Starscream lowered his wings and expected a blow.

"Did you hear the report Shockwave gave us?" Megatron turned away. "She didn't attack in blind, before she closed enough to engage she was able to observe the site for a moment and retreat if she would deem the situation too dangerous."

"But Shockwave said that they heard her in the last moment." Starscream squeaked.

"But she was able to see us from a distance." Shockwave explained. "I mentioned that she arrived from direction that allowed an excellent view at the construction site."

"I already replaced all the Vehicons I could with Insecticons and delegated the troops to mines." Megatron sighed in exasperation. "Even seven Insecticons is enough to attack the mining crew and take over the energon they mined."

"It is only logical. Airachnid may seek an access to energon for herself and her Insecticons." Shockwave agreed. "Though I believe that for now she is using energon remains left in abandoned mines."

"There's too many of them so check them out. And Autobots had their small mining sites too." Starscream mused. "She could have her lair anywhere."

"Not to mention some caves with energon lines that we haven't found yet." Raoul spoke for the first time since the briefing started. He stiffened slightly when all optics focused on him. He was still unaccustomed to being an officer.

"A logical assumption." Shockwave agreed. "Our only reasonable option is to wait for Airachnid to strike again. We can try to encourage her to attack in place and time most convenience for us, but it may not result in success."

"We would require bait. Something she would want to get her servos on." Starscream pointed. "She has a fixation on Jack Darby and his mother… "He started. "But of course they're out of the question. "He added quickly under Megatron's glare. "She also seems to hold quite a grudge against Arcee… but I would be surprised if she would hold any warm feeling to Soundwave as I heard that he humiliated her during the Unicron Crisis. She also expressed her hostility toward me…"

Starscream quieten when everyone started to look at him like swarm of scraplets on tasty looking slab of metal. The Vosian felt that if he was an organic (such a disgusting thought) the sweat would probably run down his back in rivulets. It was a good thing Cybertronians couldn't sweat or else he would be standing in a puddle of his own perspiration.

"That would be too obvious." Shockwave stated and Starscream couldn't hide his relief. "Our best chance would be Jack or Arcee. Considering that neither June nor Arcee would agree to endanger him, I will ask Arcee if she will agree to cooperate."

"Do that." Megatron nodded.

Soundwave observed everyone closely and when it looked like anyone has anything else to add, he gently touched Megatron's arm and displayed June's picture, then image on grounder Vehicon. His message clear.

"No, I am not sure one Vehicon is enough, but she will not agree to have yet another circling around or follow her everywhere." Megatron slowly shook his head. "Her best chance is that Airachnid won't be able to locate her."

Soundwave nodded once but then displayed Jack and Arcee under the young man's school.

"I know. I will contact her later to warn her. Perhaps she will agree for another Vehicon. Maybe a flier. That would be all. Shockwave, contact Arcee, the rest of you, return to your duties."

As they walked away Megatron couldn't help but appreciate Soundwave's thoughtfulness and concern. They were friends in a way that being a Decepticon would allow, and Megatron knew that his widowed comrade simply wished to save Megatron pain of losing someone close.

oOo

_Autobot Base Omega-3._

Ratchet stared at Shockwave in disbelief as the mono optic Decepticon explained his request. It was just unthinkable for Ratchet, who was sure that Shockwave and Arcee were sharing something more than just professional cooperation. What a mech would willingly endanger a femme they were… Oh yes, Shockwave and his Shadowplay, Ratchet recalled, the mech was as emotional as brick. And yet there clearly something since Arcee usually radiated happiness whenever she returned from meeting with that Decepticon. Ratchet was aware that Shockwave was quite a popular mech before Empurata disfigured him physically while Shadowplay crippled him emotionally, but after that he was as passionate as dead Sharkticon. And now he just asked if they wanted to cooperate in catching Airachnid by allowing Arcee to become spider bait.

"Absolutely, no! I do not agree! This is insanity!" Ratchet exploded after Shockwave finished speaking. "There is no way that Arcee could play bait!"

"I agree." Arcee said from behind both Ratchet and Prime, who was silently listening to Shockwave's proposal.

"Arcee, are you sure you want to do this?" Optimus asked in his usual stoic tone. "This is very dangerous plan."

"Airachnid is out there. If she wants me, then she can have me. All of me." The femme released her blades. "Besides, I'd rather face her on my own terms than allow her to go free and be threat to everyone, especially Jack and June. She already tried to kill both of them."

"I understand." Optimus furrowed his opticbrows. "But still, the risk is high."

"This is insanity!" Ratchet threw his servos in the air and huffed. "We should get everyone and just…"

"And how would you encourage her to attack 'everyone'?" Shockwave asked calmly. "The idea of an ambush is that the intended victim should not be aware that it is an ambush."

"Hate to agree with the 'Con." Blaster suddenly appeared in the background. "But if we want to catch her, we need to risk."

"'Sides, we'll be there all the time." Jazz said without moving from his spot outside of the console's camera range. "It'll be snatch'n'run. The leg lady won't know what hit her."

"Better that, than if she'd attack Jack, or June." Arcee added.

"Or Miko, or Raf." Wheeljack agreed from where he sat on some Cybertronian sized couch. "Hate to disagree with you, Ratch, but Arcee's a big girl and she can handle the She-Spider."

"So, all of you are against me?" Ratchet asked with scowl.

"Hey, at least it's not a Sparkeater." Hot Rod cheered with boyish grin.

"Whoa, you met a Sparkeater?" Smokescreen glared at his new best friend.

"Yeah, we kind of did once. But we pushed him into smelting pool." Hot Rod shrugged with wide grin. "He smelted."1)

"I'm done here!" Ratchet huffed. "Call me when the idiocy will be over!" He added and left.

"I'll talk to him." Wheeljack offered and followed the Medic.2)

"Do that, we may need a Doctor when this is over." Optimus nodded.

"Will do, Commander." Wheeljack smiled before he vanished in a dark corridor.

"So, when and where?" Arcee asked Shockwave who stayed silent.

oOo

_Two days later. Airachnid original crash site._

Arcee stood the place where Airachnid's ship crashed, the remains were still there and the femme shivered at the mere thought of what she saw inside. She looked around but couldn't spot a living Spark anywhere. She knew that there were three Vehicons cleverly hidden in various spots. Also Bumblebee and Jazz – though she couldn't imagine what Jazz did to cover his pristine finish. At the Base Blaster was hooked to the console with his tentacles (a creepy reminder that he and Soundwave were both symbio carriers and had variations of the same frame type).

On the Nemesis Soundwave was linked wirelessly to their own Groundbridge, ready to act at any moment by sending their troopers to the site. Shockwave was back at the construction site pretending to work just in case Airachnid would be somewhere near.

All was set and now Arcee just had to look like she was there for a reason and not just hanging out and feel awkward.

oOo

_Nevada, somewhere on the dessert at the same time._

Airachnid wasn't sure what to do next. Shockwave and Arcee slipped away somehow and the ship was useless. She was back on square one. She took two Insecticons with her to patrol the ruins and the area around them, there was nothing to be lost from keeping an optic at the place. Then she decided to patrol a wider area just to kill the time. She checked the town of Jasper, but it was still empty and it had to be connected with the Decepticon construction she crawled from.

When the search showed no results she ordered a return to their temporary lair. They were flying above a road when she spotted a Vehicon. It was single grounder which was odd because they usually drove in pair or larger groups. A single Vehicons was uncommon to the point of a sensation. A closer scan showed that the Vehicons had organic passengers. Two of them to be exact, and that was even weirder… Weird enough to investigate.

oOo

Vehicon known as Bruce was glad of the assignment he got. Driving Mrs Darby was an easy job. The organic femme was pleasant and always asked him about his day when he arrived to his curb duty. Her son was all right too, even though his partner was an Autobot. The boy was polite even though not very sociable, at least not to Bruce. But he rarely ever met him, today was one of the few times when he did due to the ambush to the traitor Airachnid.

The trip was short, first he took his charge to one of the towns for some reason or the other and then they picked her son from his part time job. Now they were heading back, all looked nice and calm… Until Bruce noticed something odd. He had three energon signals on his scanners but at first he ignored them. They could be other Vehicons just patrolling the area; he didn't bother with the schedule when he was on the curb duty. But then the three objects closed and didn't hail him, which was odd. Patrols would always hail a Vehicon that was in the open and alone, they usually moved in company. Ground patrols preferred driving in pairs, sometimes in fours. Fliers usually patrolled in threes… but they usually did it on higher flight level. At this moment he tensed. It could be nothing really, but it could mean trouble.

"Lady June…" He started.

"How many times I have to tell you to just call me June?" June said with irritation. She was sitting on the right back seat, as if she was driven in some limousine by a chauffeur.

"We may have company." He said without disputing about the title.

"What company?" She asked confused.

"A dangerous one, mum." Jack turned and observed three points closing in.

June turned pale. She was told about Airachnid's attack on Arcee and she remembered that night when she was abducted by M.E.C.H. only to end up in the sadistic femme's clutches.

"Maybe they're just other Vehicons?" The woman asked weakly.

"No, they're not." Jack sat with his eyes set on the three growing spots. He could now tell that one of them was a helicopter and two others looked suspiciously like beetles. "It's Airachnid."

"I will try to evade but we won't manage on our own." Bruce reeved his engine and accelerated. "I will contact Nemesis now."

"I'm calling Arcee." Jack pulled his phone out and dialled.

That's when the first blasts came. Bruce zigzagged but he couldn't outrun the fliers.

oOo

_Nemesis._

Soundwave instantly recognised Bruce's signal as the one who guarded June Darby and switched it to the main computer console. The Vehicons that guarded Megatron's Inamorata usually never called the ship, it was agreed that they would only contact in case of emergency.

Megatron, Starscream, Barricade and Skywarp turned to the screen instantly. Skywarp never met Megatron's lover but he was curious about her. Humans remained him a bit of Nebulans and he used to have a Nebulan squeeze.

"Nemesis, this is 8R-UC-33, we are under attack, I repeat, we are under attack. It's Airachnid and two Insecticons!"

"Airachnid, there?" Starscream smirked thinking on how Shockwave's idea failed. "Looks like the entire masquerade with Arcee was in vain.

"Soundwave! Locate 8R-UC-33!" Megatron commanded. "Skywarp, Barricade, take Astrotrain and go there! Bring June to safety and capture Airachnid!"

"Yes Lord Megatron." Both mechs replied and Skywarp VOP-ed in search for the triple changer.

oOo

_Autobot Base._

"Blaster! Jack just called! It's Airachnid!" Arcee's voice sounded urgent through the speakers.

""Cee, did he told you where he is?" Blaster turned to look at the rest of the Team Prime.

"With June. She picked him from his job, they're with some Vehicon but Airachnid has two Insecticons!"

"Did he told you where is he?" The Communication Specialist inquired.

"Somewhere between the town and his home."

"Blaster, open the Groundbridge." Optimus flexed his fists. "Bulkhead, Wheeljack, you will go with me."

"What about me?" Hot Rod jumped to his pedes.

"You stay here. I need someone experienced with fighting Insecticons." Prime focused his grave stare at the young mech.

"You may need someone fast; We don't have the kid's direct location."

"Very well. Transform and roll out!" The Prime ordered and Blaster instantly opened the Groundbridge.

TBC

1) A homage to IDW's More Than Meets the Eye, issue 3 "Liars, A to D, part 3: chaos of warm things." Though in the comic issue the Sparkeater wasn't smelted (but in my fic Hot Rod wasn't having a ship with quantum generator).

2) I decided to follow with the popular pairing of Ratchet and Wheeljack because they're just so sweet ^^ I do it because they're not main pairing (just like Gavin and his numerous girlfriends and Knockout and Daisy and other "Nurses") so I'm just going to introduce this pairing slowly, but they're not going to be showed as close as my main pairing. Also, don't count on me introducing any other popular pairings. Another reason for me making this pairing is that I support LGBT (even though Cybetronians don't recognise gay or straight, for them it's just another Cybertronian as they are all created as hermaphrodites and being a femme, mech or carrier mech is simply a choice).

**To Kaleia:**

MccAddam: To answer your question, nobody knows if MccAdam is one of the Original Primes and if he is which one.

Family: Cybertronians don't have families in the sense that humans have. They have family units that include Carrier (mother), Sire (father) and their offspring (one or more) or sparkling(s) taken from the Well of Sparks. Parent's siblings are not considered part of family, there is also no idea of Grandparents. In other words being related is not the same as family. The sole exception is Vos, because Vosians rarely have Sparklings and thus any young is cherished by any and all relatives (also neighbours and friends). This however ends when the Sparklings reach their adulthood.

Blaster and Soundwave: Blaster didn't try to save Soundwave's mate, or any other mate for that matter. Soundwave's mate died in explosion in the mine she was working in as an explosive expert, Blaster was at that time a Radio Speaker and was probably on air at the time of her death (sorry that it was not clear in the notes, somehow part of them was deleted, I fixed it already).

The conflict between Blaster and Soundwave is based on the fact that as kids they were friends but they came from different castes. Blaster was of higher caste and Soundwave of a lower one. Soundwave was bitter over the fact that he was by no means worse than Blaster but still couldn't follow his dream career while Blaster could. They had split apart and Soundwave felt that Blaster ditched him because Blaster was famous while Soundwave had to work as mine shipping specialist. And when Soundwave's mate died tragic death Blaster didn't show up on her funeral.

Now, Soundwave was already hear/spark broken at the time and then the mech who used to be his best friend just didn't show. Blaster was far away and couldn't make it on time, but failed to note Soundwave about that. Then Soundwave joined Megatron and Blaster felt that Soundwave betrayed him because Blaster chose to be an Autobot.

Soundwave has it harder because he's a widower, and as Megatron said in BotB: _"I worked for the same company that my sire did and for some time we had the chance to work together. He was killed in mining accident few cycles later when sharp slab of rock cut him in a half; he bled in matter of clicks. My carrier followed him shortly after out of grief. It's not unusual for bonded mechs or femmes to follow their deceased mates, a Cybertronian have to have a good reason to continue existence after such a traumatic event"_

And then I wrote in Hammerhead: _"The Warmonger never met Soundwave's consort, the femme passed on in an accident shortly before the riots started. She was, like Megatron's carrier, an explosive expert and she died because of a faulty detonator that went off before she could clear the area. Her spark casing was crushed when hundreds tons of rock fell over her while she was heading out of the tunnel leading to the area she rigged with explosives. Experts said that the detonator had to short-circuit due to high humidity in the area. The femme was symbiont carrier just like Soundwave, and shortly before the cave in she was permitted to carry one symbiont. Her charge was yet too young to accompany her to the tunnels and was left behind with Soundwave. The tiny mech was what saved Soundwave's spark from following his mate, as her consort and symbiont carrier it was his duty to take over all of her symbionts. It wasn't the same as with sparklings, but enough to force him to carry on, especially that the mech was still very young. That was how Soundwave got his first deployer." _And _"In Beauty of the Beast I mentioned that Soundwave was one of the biggest troublemakers during the riots, and this is why he was like that. Megatron said that he wasn't earning enough to try to start a family, but Soundwave and his mate were earning better as they had different jobs than Megatron, plus they didn't start a family. This will also serve as the reason why Soundwave (according to Primeverse) had his emotions deleted, in here it will be Shadowplay similar to Shockwave's, only in Soundwave's case it will be willing, not as deep and extended and it will only dull the emotions instead of deleting them completely, so Soundwave is more expressive than Shockwave (because he is, when he was fighting with Wheeljack we could see it in his movement, body language, in "One Less" he mocked Optimus, something that Shockwave would never do and in TF Prime S2 Ep 26 "Darkest Hour he actually laughs, we can observe that moment in 8:50 to 8:53 minutes of the episode – just behind Megatron)."_

Now Blaster and Soundwave are both too proud to admit that they both acted like they kept their helms in their respective exhaust ports. I want to make it clear that Soundwave deeply believes in Decepticon cause because the pre-war Autobot regime caused his personal tragedy and he is aware that the regime hurt many more. And Blaster supports the Autobot regime because he believes that Optimus can make the change and fix the system. They cannot meet in the middle because of their personal issues and because they distrust the other's faction. In the end it's their mutual fault that their friendship is lost, but most of all it's the caste system that split them apart in the first place (read: they're both victims of the Functionists ideology).

This is important because the Blaster/Soundwave rivalry plot and Shockwave's story is there to show just how corrupted the pre-war Cybertron was and why the war started in the first place. The conflict between Decepticons and Autobots is not Good vs. Evil but about Revolutionists who lost their way and Old System that was fixed thanks to new leader. Both sides wanted to save their world but managed to destroy it, and it's not just one side's fault.

Airachnid: Also I want to remind you that Airachnid has her fans too, so I would like you to not insult any characters because that in turn insults their fans. The guy that gave me the idea of Terminator line is Airachnid's huge fan, I myself am all crazy about Soundwave (and couple of others Decepticons), and there are people who adore Megatron, or Starscream (that's also includes me); so please be mindful of people who support characters that you do not, just like we are (or at least try to be) mindful of characters supported by other people.


	8. Fake Your Death

**Spider Woman.**

"_Sooner or later_

_You're certain to meet_

_In the bedroom, the parlor or even the street_

_There's no place on earth_

_You're likely to miss_

_Her kiss_

_(…)_

_Of the Spider Woman_

_In her velvet cape_

_You can scream_

_But you cannot escape _– Kiss of the Spider Woman – the musical.

**Warnings**: Violence, sex, explicit language – you know, the usual.

Timing: Post season 2 finale, in my very own Beauty of the Beast Prime timeline.

Rating: T to M (and MA).

Pairings: multiple.

Disclaimer: Transformers Prime © Hasbro. Story's plot and OC's © me. There may be some OC's that aren't mine – they belong to their respective creators.

**Fake Your Death.**

"_You want the heart_

_Or to be saved_

_But even good guys still get paid_

_So watch my back_

_And keep the blade_

_I think it got you laid_

_So fake your death_

_Or it's your blame_

_And leave the lights on when you stay_

_Take off your clothes_

_And dream that fame_

_Come on and feel that shame (…)" – _My Chemical Romance,_ Fake Your Death._

oOo

_Nevada._

Bruce was doing miracles in stunt driving and shot avoiding but he couldn't outrun three flyers. He didn't lack motivation; Megatron would have his Spark if he ever allowed his passengers to get hurt. He probably wouldn't be safe even after death. On top of that he rather liked Lady June.

One of the Insecticons shot the road just in front of Bruce's bonnet and the Vehicon went flying. That was it where it came for running away, he transformed and while still in air grabbed his passengers with his left servo, pressed them gently to his chasing and rolled over his right shoulder, he stopped in low crouch but both humans were unharmed if slightly shaken.

One of the Insecticons landed behind him in his beast mode. Another one on his right side and this one transformed into bipedal form. And in front of the Vehicon landed Airachnid. She glared at the Vehicon with smirk but then her optics landed on June and Jack and her face beamed with pure glee.

"My Jack! And his charming mother!" She said with delight. "What a wonderful surprise! And no Arcee to spoil the fun we will now have. This is truly a great day."

"Oh no." June whispered. She still could remember that night when she hung in a cocoon while Arcee fought Airachnid and Jack was trying to free her.

"I warn you, traitor, it will be better for you to surrender now." Bruce decided to take the initiative. "You and your slag-eating servants!" he activated blaster in his right arm.

One of the Insecticons hissed in rage but Airachnid's mind control held him fast and he didn't move.

"Oh, how sweet, you try to act tough." Airachnid stretched her spider limbs to their full length. "I think I will play with you too. I needed to catch myself someone who could answer me some questions anyway and you will do just fine."

Bruce said nothing but pressed the humans slightly closer to his chest while trying to focus on all three targets at once. This was hard task for a Vehicon, but he would rather deactivate than give up, he was a soldier and not some cry-baby.

"Oh, you think you can defy me? How adorable!" The Spider Femme laughed with joy and turned into her spider mode.

oOo

The Groundbridge opened high above the road that Bruce was on and three Decepticons jumped out of it. One of them managed to throw a particularly ugly profanity before gravity claimed him. Other two just switched to their alt-modes and flew. The smaller one, black and purple Saab JAS 39 Grippen dived and managed to catch the falling black and silver mech. The Larger that looked like a space shuttle but not exactly American, more like Soviet Buran shuttle, lowered and transformed just before landing. Next to him the black and silver mech landed followed by the black and purple.

"Soundwave said the Vehicon was heading that way" Skywarp pointed into one direction.

"He spoke?" Barricade gave the Vosian rather disbelieving look. Soundwave never spoke, he refused to. He wasn't sure what would have to happen for Soundwave to actually talk.

"You know what I meant." Skywarp pulled sour face. That was the thing with Barricade, he was an aft whenever he could and to whomever he wanted.

"Whatever." Barricade transformed into highway patrol car and just drove in the direction Skywarp pointed.

"Oh well, might as well just go there." The Vosian shrugged.

"Hey, what about me? Shuttles are not that good for atmospheric flight." Astrotrain remained.

"You are AstroTRAIN, transform into train."

"There is no railway here!"

"Oh, for the love of Allspark." Skywarp just vented heavily and activated his . "Barricade, comm me when you'll find them. I need to stay here to warp Mr My-Aft-Is-To-Massive-For-Atmospheric-Flight."

::Why can't he just drive, he's a TRIPLE changer.::

"Because there is no rail here."

oOo

Barricade didn't care about some ridiculous speed limits. He was always an enforcer so he could speed all he wanted. Now he had a highway patrol alt-mode and normally he would just use his sirens and flash his light but this time he didn't want to warn the traitor of his presence too early.

He quickly found the Vehicon, two Insectcons and the traitor and informed Skywarp how far he was and in which direction. The Seeker would quickly be there but Barricade decided that he had no time.

Despite being mouthy, often rude and always overbearing, he was also a professional and devoted Decepticon. He was told to bring Megatron's lover to safety and capture Airachnid, and that's what he would do. He didn't know that organic femme but it didn't matter now; he was a Decepticon law enforcer so he would now enforce Decepticon law. And that was it

Of course he also realised that simply attacking the two Insecticons and dangerous (there was no denying that she was) femme would be stupid and Barricade was no fool. He needed to give Skywarp few seconds the Seeker needed to triangulate the position without having a visual or knowing the surrounding area.

Being alone at the moment meant that he needed to stall. Only for few seconds. So he activated his sirens and when he had their undivided attention, transformed and walked few paces with the lazy gait of the place's owner.

"Well, well, well. Traitor Airachnid and her freak show goons." He spoke in the same tone he would use during interrogation. "Such a shame, Airachnid, such a shame."

"Barricade." Airachnid turned to the Decepticon enforcer but her Insecticons pointed their blasters at Bruce and the humans he was holding.

The mech lay now on his back, his right forearm missing but he still kept June and Jack with his left one. He was bleeding from few cuts and his visor was cracked. It was obvious he tried to stand his ground but few punches sent him to the ground.

"And why it is such a shame, Barricade?" Airachnid narrowed her optics. She never liked Barricade, and her dislike to the mech was transferred to all tough types, including Breakdown. She decided that Barricade would end the same way that her last Decepticon victim did.

"Such a pretty face, such an ugly behaviour." Barricade smiled but it his optics remained cold. "It's a waste actually; you were a promising officer and just ended like this. You remind me of Overlord. You both had great potential and just wasted it."

"Don't remind me of that oaf." The femme snarled.

VOP

"Who's an oaf? Are we talking about Starscream?" Skywarp suddenly landed behind Bruce, activated his blasters and pointed them at the nearest Insecticon.

In the same moment Astrotrain landed with loud thud on Bruce's right side and pointed his blasters at the second bug-former.

Insecticons momently moved their blasters to the two flyers.

"Look like we have, what locals call Mexican Stand Off." Airachnid raised her servos to reveal the muzzles hidden in her palms.

"I wouldn't say that." Barricade didn't even move, he only glanced at the Bruce lying on the asphalt. "Vehicon, you know your duty. Perform."

"Yes sir." Said the Vehicons and slowly stood up, he was visibly in pain but his determination was stronger. Unfortunately when he tried to transform his plates only trembled, there was grinding sound and the mech grunted when sharp stab of pain set his innards on fire.

"It's his T-Cog." Skywarp hissed. "And he doesn't look like walking anytime soon either."

At that Barricade lowered his arms and took less relaxed stance. "Well then, we all have our duties, and we will perform them."

"I will gladly perform your execution." Airachnid lowered herself slightly on her long, slim limbs. "And then I will have my fun with my Jack."

"Who?" Barricade's optics widened, the Vehicon's designation was 8R-UC-33, and he already knew that the troopers liked to assume human names close to their designations but he was fairly sure that the Vehicon's name of choice was not 'Jack'. The human femme's name was 'June', so who the Pit was 'Jack'?

oOo

The four Autobots drove out of their Groundbridge and sped in the direction of June's house. They didn't know where the Vehicon was caught by Airachnid so Blaster sent them a bit closer to the town. They would lose few minutes but it was better than looking for the Vehicon and two humans in the wrong place.

They drove as fast as they could but it was clear that Optimus and Bulkhead despite their powerful engines could not measure to Wheeljack and Hot Rod who were lighter and being built for speed.

"Wheeljack, Hot Rod, you will go faster, me and Bulkhead will join you." Optimus decided. "You will try to stall or do whatever it will take to protect June and Jack until we will come."

"You got it Commander." Wheeljack acknowledged the order. "Come on kid, let's do our thing and squash few bugs."

"Awesome!" Hot Rod exclaimed and roared with his engine.

After few seconds the two smaller Autobots were gone.

"Was that a good idea?" Bulkhead asked. Normally he would never question Prime's decision, but he knew Wheeljack and Hot Rod seemed like someone who would give Impactor a helmache.

"We have no other choice." Optimus answered being well aware what Bulkhead had in mind. "We cannot allow Airachnid to hurt Jack or June. Every second counts."

"I only hope we won't have to call to Fowler for a Clean-Up."

oOo

Wheeljack and Hot Rod wasted no time for obeying any traffic rules, and they quickly found the Vehicon that guarded Jack and June, Airachnid, her two bugs and a bonus: three Decepticons. From the distance they could see the Vehicon rising slowly and then trying to transform, but failing. He lacked his right forearm but he was holding something with his left one. As they drove closer they could hear Airachnid speaking do Barricade who was facing her.

"My Jack in none of your concern." She hissed.

"But he is ours!" Wheeljack shouted and transformed without slowing down, the moment his arms were free he activated his blasters and began to shoot at the Insecticon that stood next to Astrotrain.

"Hey, wait for me!" Hot Rod followed the ex-Wrecker and drew his own weapons: triple barrelled blasters.

Then in the following confusion Skywarp grabbed Bruce and teleported to the same spot Soundwave groundbridged them to. It was in safe enough distance.

The moment both Autobots and Decepticons noticed that Skywarp evacuated the Vehicon and humans to safety the real fight began.

oOo

VOP

Bruce's knees gave and the Vehicon landed heavily on his aft. He felt weak but happy to be away from Airachnid. Skywarp allowed the maltreated trooper to sit in peace as he asserted his state and then state of the humans in his servo.

"I think you should put them down before you'll squeeze them to deactivation." The Vosian tapped his chin as he watched the Vehicon gently lower humans to the ground.

One was a young male and the other was a female, they looked similar enough to be related. Skywarp already knew that June had son, so he assumed that the young male was the youngling in question.

"Are you wounded?" He asked but they only glared at him, then he recalled that they probably were confused by the fact that he looked like Starscream. "My name's Skywarp, we haven't met."

"We are fine. Thank you." The female answered and Skywarp noted that she had nice, warm voice.

"Good…" Skywarp started to say something, but he was interrupted by two more Autobots. And not just any Autobots at that.

One was big, bulbous green with chin guard that was almost as big as the visible part of his face. The other was Optimus Prime in person. And it looked like the Prime remembered Skywarp from the time when the Elite Trine still flied together back on Cybertron.

"Skywarp. Are June and Jack unharmed?" He asked without any preamble.

"They say that they are." He answered, he wasn't about to enrage Megatron by endangering the cease fire with rude behaviour toward the Prime.

"Airachnid?"

"Wheeljack and Hot Rod just got there, there was two others Decepticons there as well." Jack answered.

"Good." Optimus transformed back to his alt-mode. "Skywarp, call Megatron. Bulkhead and I will join the rest."

"Now Fowler will definitely need to call for a Clean-Up." Bulkhead switched back to his ATV form and both Autobots sped away.

Skywarp only blinked once. "Hey! Cease fire is one thing, but taking orders from a Prime is another!" He hollered.

Bruce only rolled his optics behind his cracked visor. "Hey, I got an idea." He said. "Why don't you call Lord Megatron to send us some help here?"

"Oh! Brilliant idea." Skywarp grinned. Taking orders from a Prime was below any Decepticon. But listening to sound suggestions from a fellow Decepticon (even if only a soldier) was much more agreeable. "Lord Megatron. I report that the Vehicon and his human charges are in safety but in need of assistance. I will remain here until the help will arrive." He spoke to his knowing that Soundwave was triangulating his position.

oOo

Prime and Bulkhead stopped with screaming tires ad Hot Rod flew past by them with loud "Ya-Hoo hoo hooooo!" while Barricade was fist fighting Airachnid, or to be more exact the mech was using his fists against Airachnid's spidery limbs. Wheeljack was riding one of the Insecticons who tried to get his unwanted passenger out of his back; it looked like wild robotic version of rodeo. The other Insecticon was trying to chew Astrotrain's leg off, while Astrotrain beating the Insecticon's helm with his both fists and free pede.

Behind them Hot Rod managed to get himself off the ground, shook a bit and instantly run back to the fight scene while yelling: "Hold on Wheeljack! I'm coming!" Only to be hit by spider web shot that Airachnid was aiming at Barricade.

Both Autobots transformed and without a word charged at the two Insecticons. Optimus drew one of his blades and simply chopped the head of the Insecticon that was chewing on Astrotrain. The Decepticon triple changer wasn't even scratched.

In the same time Bulkhead rammed into the 'Rodeo Scene' and managed to throw the bug-former off his balance, which in turn sent Hot Rod flying again but Wheeljack being a Wrecker managed to draw his swords and pierce the Spark of his 'stallion'.

"Heh, it started as rodeo and ended as corrida." Bulkhead summed the dead Insecticon.

"What took you so long, Bulk? Got a flat tire?" Wheeljack pulled his swords out of the large cadaver.

"Hey big mech, we had it under control." Hot Rod gathered himself from the ground again.

"Yeah, we could see it. Shaving yourself with asphalt is not what we call 'under control' kid." The green ex-Wrecker shook his helm slightly.

"What's 'shaving'?" The red and yellow Autobot asked with confused face.

Wheeljack and Bulkhead glared at each other and doubled in roaring laughter.

"Bulk, we need to talk with the kid." Wheeljack said between gasps.

"Miko would say that he's simply too young to shave." Bulkhead boomed in reply.

Airachnid seeing that her two Insecticons were defeated felt that it was about the time to leave. She blocked two blows from her opponent and then shot him once in the chest, and when he backed from the impact, she took her aim and hit him with her blast in the groin, which brought the effect she was after. Barricade howled, grabbed his crotch and fell to his knees with shocked face. At that moment the femme shot him again, this time gluing his hands into the place with her web.

Noticing wings on Astrotrain's back she shot again, hitting the mech in the face so he could not see and thus not be able to give any kind of pursuit. There was no point in staying there. Her Jack was taken away by Skywarp and her Insecticons were exterminated.

She jumped and transformed flying away quickly as those capable of shooting her opened fire but didn't manage to hit the agile helicopter form.

Optimus watched stoically as the rouge Decepticon femme flew away. There was no point in chasing her as none of them could follow a flyer. Skywarp was away and they didn't know where exactly she went. Astrotrain was too heavy to just fly in the atmosphere as despite the common belief, Space Shuttles weren't just large aircrafts; they were not so good at flying in the thick air and with regular gravity. They could only land without crashing. Earth shuttles couldn't even reach the escape velocity on their own. Astrotrain had stronger engines and he could, but flying up and gliding on air was not the same.

The Prime calmly reached his audio and hailed Blaster.

"Blaster, open us a Groundbridge and sent our location to Megatron, his mechs require assistance."

The next moment the Groundbridge was open and four Autobots entered it as if nothing ever happened. Optimus was sure that June and Jack was safe already, Megatron would not allow his love interest to get hurt, and Jack was part of the deal of having June. But the Prime also knew that he would have to talk with Megatron.

oOo

Nemesis.

Megatron watched as two Vehicons carried Barricade through the Groundbridge on the stretcher, he was still in pain but he also had problems walking with his servos glued firmly to his crotch and with the white strands of cyber-silk in his hip joints. He was howling in pain and anger, cursing Airachnid and vowing to tear her apart limb by limb for his humiliation.

Soundwave, who stood aside and slightly behind Megatron was silently recording the entire scene. He made sure to open the Groundbridge on Nemesis' bridge just to be able to record it with the use of all the surveillance cameras installed there.

Astrotrain could walk by himself, but his face was still covered in web and thus another Vehicon was politely steering him to the Infirmary, where the two Decepticons would be taken care of.

Skywarp gave his short report the moment he returned on board with Bruce (who also was in the infirmary). June and Jack were immediately sent home with another ground based Vehicon and three of Starscream's Seekers (why they insisted to remain silver and being refer to as Seekers when they were just bunch of Vehicons was beyond Megatron).

The Warmonger fought his own thoughts for a moment but he knew what he had to do.

oOo

Autobot Base.

Blaster listened to what Prime, Bulkhead, Wheeljack and Hot Rod had to say about the attack, and had to wince when he heard about Barricade's fate. Shot to the… happy place had to be painful. It probably had to end up with cold compress.

Wheeljack was just starting his side of the story when a loud ping caught Blaster's attention. Incoming call pulsed on the console's screen and the Communication Specialist had to blink twice to be sure that he didn't saw things. It was Nemesis.

"Prime, it's Nemesis." He called.

"Answer." Optimus said approaching the console. "It's Megatron and he probably want to talk about what just happened."

Blaster nodded and opened the connection while moving aside. The Autobot Leader was right; the screen showed Megatron's scar covered face. The Warmonger was serious and his opticbrows were polled together giving him even grimmer appearance than usual.

"Prime! I want to talk." He exclaimed in his most authoritative tone.

"Megatron, I am glad to hear that, I planned to contact you soon for the same reason." Optimus decided to remain as calm as possible. Megatron looked agitated so he would have to be twice as patient. "But first, how is June and Jack?"

"They are fine; I have sent them to their home with strengthened guard." Megatron narrowed his optics. "For now the area is secured."

"For now. Airachnid may attack by surprise again. I want to meet you on neutral ground." Prime presented his demand. "I will not tolerate such attacks on my Autobots or our human allies."

"Do not forget that she also attacked Shockwave and that June is my femme." Megatron growled.

"You wanted to talk Megatron." Optimus decided to cut to the chase, Megatron was upset and that meant that his patience was in very short supply.

"Not now, I have things to do, places to be. Meet me tomorrow. You can choose the place, just sent coordinates to Nemesis." Megatron took a quick glance at something outside of the camera range. "Only not too early."

"Agreed." The Prime nodded.

"Then we will see each other tomorrow." With that Megatron ended the connection.

"This feels weird." Hot Rod frowned. "To just chat with the enemy."

"We've been chatting with them for half a year now." Arcee shrugged. "You can get used to it."

"Megatron seemed unnerved, even for his standards." Blaster noted.

"Nurse Darby was attacked and she somehow brings the best from Megatron." Ratchet huffed in annoyance. He still didn't like the idea of June and Megatron being in relationship. "He was in a hurry because he probably wanted to go to her."

"We should bring Jack and Miko to the base." Arcee suggested.

"Yes, June and Megatron will probably appreciate some privacy." Optimus agreed. "And the children will be safer with us. We should get Rafael too."

"Miko and Jack are not children anymore, Commander." Wheeljack chuckled. "But I don't think they would appreciate being near June and Megatron, and their activities."

"Oh please, don't even mention that. I have graphic imagination." Hot Rod pulled face of someone ready to puke.

"You would need a good excuse to get Rafael." Ratchet sighed. "Jack and Miko may be almost adult but he is still a child."

"Hmm… Maybe some camping? Or a sleep over?" Blaster proposed. "Today's Friday and as I understand, tomorrow they have no school."

"First of all, Arcee, contact Jack." Optimus decided.

oOo

Small military base.

June almost jumped when she heard her son's cell phone ring. She was on her last nerves ever since the new Vehicon brought them home. Otto as he presented himself (or 0T-11-T0) was a charming individual that kept repeating that he will be near at all times and everything will be all right because Airachnid was chased away and they went through the Groundbridge, so even if she would observe them, she could never know where they would emerge. And it was true, because Soundwave opened them passage almost to the very sentry bar of the base (just far enough to not cause any questions), but June was still shaken by the experience. Last time she woke in the cocoon and only got the terrifying ending. Now she was awake for the entire attack, including the part when Bruce lost his forearm.

Jack picked the call and June felt her heart racing ready burst through her rib cage.

"That sounds like an idea." Jack said in voice that was way too calm. He behaved as if he was ambushed like that every day.

Suddenly June realised that she wasn't that far from truth, her son already saw it all and the attack wasn't probably even near the top of the most horrid things he saw. For him it was the everyday life since almost two years now. The poor woman felt like crying.

"Eww, no, camping is probably the worse idea. It gets rather cold at night, camping would work in the summer, but now it's a no…" He saw his mother looking at him and smiled, then turned away. "Besides, camping with Miko? She's more like bear hunting with Miko… or piranha fishing with Miko… or 'gator wrestling."

June listened to the conversation with growing bafflement and concern, someone mention a camping and there was no way that she would allow either Jack or Miko to go camp. She was about to voice her objection when a Groundbridge appeared in the middle of the living room and the familiar, spiky silhouette emerged from it. June sighed with relief, she instantly felt safer with him around. The woman didn't realised just how stressed she was until the tension left her.

"The what, surge? No, it's just Megatron… yeah, Groundbridge." Jack looked at the Decepticon Warlord observing him silently and nodded. Lately he and Megatron were getting along much better. "Miko? No, she's not home… Oh come on, 'Cee, where else can she be, she's in detention, again." The young man laughed with much humour. "This wasn't actually nothing bad. In the old school we did that… well not me, but it happened all the time. The new school is much stricter. What she did?" Jack glanced at his mother and Megatron and blushed. "Well, she and few other people took a condom, blown it like a balloon and played with it like with a beach ball during the lunch break. 1) Umm, it probably wouldn't be half as bad if they wouldn't manage to hit the Principal in the head with it…"

June eyes grew wide upon hearing that and Megatron (who already knew what condoms are at that point) chuckled silently.

"She'll be out by five." Jack glared at the ceiling. "Uhh… Maybe a movie night? No no no, we will choose something fitting for… Star Wars? Honestly I have no idea how it is rated, but Raf already saw it with his older brother. We'll just say it's at my place, mum's home so it should be fine. OK, I'll ask… Five minutes is great. Will Bulk pick Miko? Then see you in five."

"Did I hear about camping?" June asked.

"Did I hear about condom beach ball?" Megatron grinned. Humans were full of surprises; one of them was the fact that human teens behaved almost identical to Cybertronian younglings.

"Yes and yes, but no." Jack did his best not to blush again. "Arcee wanted me to tell you that the 'Bots want to take me, Miko and Raf for a sleepover, just to be safe. We need a cover for Raf, so if you could just tell Mrs Esquivel that he'll be at our place, it would be great."

"And what are you supposed to do on this sleepover?" June crossed her arms.

"A movie night." Jack shrugged. "Like I said to 'Cee, nothing too explicit, maybe a Star Wars or Lord of the Rings. We will be at the base, so it's going to be safe."

"Fine. Just tell Raf first. I will be waiting for his mother to call me." June sighed. In all honesty she would feel better knowing that her son is safe with the Autobots, but her instincts yelled at her to keep him close.

"OK, thanks mum, got to go." Jack smiled. "Megatron." He nodded to the Warmonger and then skipped to the garage, where Otto was safely parked, probably snoozing away.

"And that would be it." June hid her face in her hands. "We were attacked by psychopath Spider-woman and he behaves like nothing happened, as if it was just another boring day."

Megatron silently sat next to the woman and put his powerful arm around her shoulder pulling her closer. "Your son saw and did things that made him hard to impress." He said in soothing tone. "And he already met her twice before. After a while Airachnid's tricks and mannerisms get really old."

"Thank you." She rested her head on his chest and smiled weakly. "But I don't think I will ever get used to the fact that there is a gigantic she-spider that is after me."

"You won't have to. Tomorrow I am meeting Prime to talk about the situation at hand." Megatron said looking down at the woman in his arms. "We will find a way and you will be safe."

June wanted to say something but at that very moment her phone rang. "That's probably Raf's mother." She explained. "Or Miko's teacher."

She got up and answered her phone, Megatron observed her silently.

"Maria? Oh, it's you Gabriel! I expected Maria to call me." June eyebrows rose up. "Really? Oh, I'm so sorry to hear this; I hope it's nothing serious… Oh, well then, he'll be fine, things like that happen all the time… The only problem is that it may take a while in the ER, they usually have wild crowds of people there… Oh, well, when they will take them in, a doctor will send Carl to get an X-ray to see if nothing's broken, then he'll get some pain killers and probably something for the swelling, and if it's something more serious he'll get a cast and then they'll sent him home. Doctor or a nurse will tell Maria everything you guys need to know. You know boys in his age. He'll be fine. Yes, a movie night, its weekend and they'll be watching Star Wars… Yes, yes, you know they're crazy about all the special effects and computer animation and light sabres. Bye bye then."

"Gabriel?" Megatron sent June surprised stare.

"Rafael's father." June explained. "Raf's mother is with his older brother Carlos in ER because he sprained his ankle and now poor Gabe has the other four kids on his head. He was actually happy to let Raf go."

"Sounds like large family then." Megatron waited until June snuggled herself close to him again.

"I don't envy them." June sighed. "To think that I would have more children that Airachnid could threaten…"

"Enough June. You are clearly overthinking this." Megatron reached with his free hand and gently caressed June's cheek with the very tip of his taloned index finger. "The danger is over, neither you nor Jack was wounded and Airachnid can't reach you because she doesn't know where you live."

"But Bruce…"

"Who?"

"The Vehicon who drove me and Jack." June felt that she was starting to feel sick at the mere memory of what happened.

"He will be fine and soon will return to his duties." Megatron's servo slipped to June's neck and then migrated behind low ponytail. "But you are clearly still distressed about the entire ordeal and I need to take you mind off of it or else you will continue to stress yourself into deactivation."

"Death."

"What?"

"Humans die not deactivate."

"Whatever." Megatron leaned down and kissed June. He would never guess that it was possible for him to be upset just because someone else was, but the mere fact that this organic female was scared made him irritated. The moment when he found himself in her home he felt better, he could now protect her against any danger or distress.

The moment he heard that Airachnid attacked the Vehicon that was escorting June and her son he became angry. When they were taken home he felt relief that they were safe but also deep irritation that he couldn't personally take them to that military base. He knew that they were safe and the traitor ran away, he knew that he had to contact Prime, but he was still aggravated. Only when he stepped into June's living room he felt better, in control of situation. He could see with his own optics that his femme was safe and her son was also… there.

He took off his helm 2) and moved to kiss June's neck. He adored how soft it felt, not hard plating, but delicate flesh that was surprisingly resistant. Just like June. The woman was so strong, her mind and spirit were so much stronger than her fragile body, but against physical threat of his ex-officer she was helpless. This amazing mix of strength and fragility always managed to set his coding on fire, he wanted to protect her but at the same time he wanted to see her triumph over anything that was standing against her. And that, in turn, made him want to simply jump her and not let her out of the bed for a week… or better make it two.

"Feel distracted yet?" He removed himself from June's neck and grinned wickedly.

"Slightly." June caught a breath. She wasn't sure how Megatron did that, but somehow he managed to turn all of her bones into jelly by simply kissing her neck. "But I think I could use some more… this time perhaps more actively."

Before Megatron could respond June stroked his crest and he felt slight jolt. Each of four fin like antennae that formed his crest was as sensitive as Seeker's wings if not more. If damaged it could turn him into a cripple. If handled wrongly it would cause him immense pain and sent him on his knees howling in agony. But if caressed gently it was one of his sweet spots, not erogenous as such, but if treated intimately it was making him strutless heap of moans and desire. And June always knew how to handle his crest in most erotic, intimate and sensual way. Her fingers worked magic and when he was softened enough she would follow with gentle kisses that would sent them both into a straight road to bed.

Before Megatron noticed she was already straddling his lap and his servos were busy with untangling her blouse. She banned him from ripping her clothed off her after he did that with her favourite A-top. Luckily bra was easy to take off. Megatron couldn't get accustomed to the fact that June (as a human) could disrobe completely and it always sent him on fire. It was so unheard of in Cybertronians to be able to shake their plating off and just stand in nothing but their protoforms. The mere sight of June without her upper garment made Megatron ready to go, and when she lost her lower garment he would simply tear trough anything and anyone who would try to stand in his way.

While June was busy with his crest sending him waves of immense pleasure, he buried his face in her neck again and got up to take them to June's bedroom. While the couch held some pleasant memories the bed was much more comfortable and Megatron was the first to admit that it was the best place for sex. The bed was the most comfortable piece of furniture; it was soft and large enough. Floor would do, but it was hard, chairs could break under them if they were not careful enough. The kitchen worktop was too small to lie at and it was slippery, the kitchen table was too small and the bath tub was hazardous place for such an activity.

Megatron completely missed the moment when he entered June's bedroom but he didn't mind that, after all it wasn't the door that he was after but the soft bed (maybe too soft for a Cybertronian standards that included springy rubbery surfaces, but certainly better than something random). He wasn't wasting any time as he lay June down and decided to liberate her from her trousers and remaining undergarments. He met complete cooperation and before June could say anything he was covering her entire skin with kisses and nibbles, going lower and lower but not missing a single spot.

"Megatron…" June breathed. "Come back up here."

"In a moment." He looked up at the woman and smiled as he dove between her legs.

June gasped and then lazily arched her back in pleasure. Megatron was never boring and it wasn't because he always did something differently, but because he always was as enthusiastic as if he was doing it for the first time. His sharp denta and digits intimidated June at first, but she knew that he could be impossibly gentle with them and she trusted him not to harm her in any way. And he never failed her trust.

Megatron rose with satisfied smile, he loved how June sighed for him in such moments and it was incredibly arousing for him. He made his way up trying to keep his code piece locked despite the increasing throbbing that started the moment June laid her fingers on his crest.

"I'm back." He purred and nibbled June's lips, he wanted to kiss her fully but she moved quickly and stroked all four antennae at once with both hands which caused stars to appear before his optics and made him quiver. The pressure behinds his code piece was unbearable and he moaned partially in arousal and partially because it was starting to hurt to keep his plating locked.

June took the opportunity to push Megatron aside where he rested on his back, and climbed on top with triumphant smile.

"Looks like I'm on top." She grinned and smoothed his chest plates with her palm. "And I have magnificent view."

"You do enjoy yourself, do you June?" Megatron sighed and grabbed her hips.

"I won't deny it. I always have the time of my life with you."

"Good to hear that. And it's nice to be on the lazy side this time." Megatron grinned. Never before June would he enjoy to be on the bottom, let alone allow for anyone else to be on top, but with her he was actually happy to be anywhere she would have him: on top, on the bottom and everywhere in between.

**[MA rated scene here. To read the full chaper go here (remove spaces first): archiveofourown works / 2001357 / chapters / 4493025]**

He quickly rolled over and allowed his vents to work as he tenderly set June aside of his own form. She was panting just as intensely as he was venting only she could catch her breath faster than he could cool down to some more agreeable internal temperature. He needed to power down for a moment and they both knew it.

"Wake me up when you'll power up." June smiled and stroked his cheek. He only closed his optics and drifted away, his systems cooling down slowly while June dosed away. Before he went completely out he smiled slightly knowing that he would be staying for the night and that he didn't plan on allowing June too much sleep, especially that they had the entire house for themselves and didn't have to worry about Jack or Miko hearing anything (as they usually did).

TBC

1) It happened in my high school too. In fact, it wasn't such a big deal though some considered it a waste of perfectly good condom. Also, useful tip: never use scented condom for anything but their intended purpose and always throw it away instantly after use, the scent is very strong and it sticks to you, the strawberry is the worst.

2) I made Megatron take off his helmet, see Hammerhead, chapter 33 "I Stand Alone" and chapter 35 "Epilogue – After the War". Also it is canon in G1 that Megatron's helmet is removable. It is showed in three series:

Megatron Origin: vol 2. "The Forge"

More Than Meets the Eye, vol 14. "Prologue: A Functionist Calls".

War and Peace vol 1. "New World's Order".

This is probably not the best love scene I ever wrote, but we have now heat wave, the temperatures are really unbearable and my brain is just so tired that it refuses to think of anything but cold stuff… and we all know what that does for the mood XD but there will be second love scene for Megs and June, so maybe it will be better (I already have it planned and know how I want it to look).

**To Kaleia:**

I don't know how MccAdam's Old Oil House works in Prime, but it's not a true Transformers without it. Maybe it was Alpha Trion's secondary income; you know a little secret business of the old guy? Or maybe it was some other Prime's?

Well, judging by what we can read in Spotlight: Blaster, there's little to no chance for Blaster and Soundwave to be friends ever again, and Blaster made some death threats. I think that they can just forget about everything that happened during the war because they fought against each other, but maybe they will be able to simply not be enemies, just live their own lives.

I understand and I'm not saying that you need to love each and every character. But perhaps instead of calling them names and wish them death you can simply root for their opponents? I always do that because I don't want to hurt anyone's feeling while remain true to my own preferences, this was I can show respect to others and still cheer for my favourite characters.


	9. Keep you up all night

**Spider Woman.**

"_Sooner or later_

_You're certain to meet_

_In the bedroom, the parlor or even the street_

_There's no place on earth_

_You're likely to miss_

_Her kiss_

_(…)_

_Of the Spider Woman_

_In her velvet cape_

_You can scream_

_But you cannot escape _– Kiss of the Spider Woman – the musical.

**Warnings**: Violence, sex, explicit language – you know, the usual.

Timing: Post season 2 finale, in my very own Beauty of the Beast Prime timeline.

Rating: T to M (and MA).

Pairings: multiple.

Disclaimer: Transformers Prime © Hasbro. Story's plot and OC's © me. There may be some OC's that aren't mine – they belong to their respective creators.

**Keep you up all night.**

"_(…)_

_I ain't easy_

_And I make you mad_

_Least I ain't sleazy_

_I'm just trying to put the world to rights_

_And if you want to, I'll take you out_

_Cause I got the feeling that I'm gonna __**keep you up all night**_

_I ain't easy_

_But I ain't that bad_

_No rhyme or reason, I'm just trying to set the world alight_

_You got problems, well so have I_

_And I got the feeling that I'm gonna keep you up all_

_Gonna keep you up all_

_Gonna keep you up all night (…)" – _Kasabian,_ Eez-eh._

oOo

_Bolivia, Andes. 12:00 pm local time (9:00 am Nevada time, 4:00 pm UTC/Greenwich Time). Saturday._

Megatron made a circle above a flat area of some lower part of the mountain chain that the Prime chose as their meeting spot. The mech lowered his flight and then transformed mid-air only to land with loud thud like most of Decepticons preferred. His shoulder plates shifted to their final position and he looked around. This was Southern Hemisphere so it was late spring now. The air was fresh and clear and the sun shone sharply, his armour reflected the bright light and he felt like an easy target for a sniper (he was too old of a warrior to make the enemy's work easier than necessary). He was aware that he was safe because Optimus would not break the cease fire, but the old habits remained and standing on some open space made him feel uneasy.

He heard loud steps and turned around, Optimus decided to reveal himself, his armour glistered just like Megatron's, or maybe even more. The Prime walked slowly but observed his opponent intently. Clearly he didn't trust the Decepticon Leader. Megatron would smirk if it wasn't such a dear situation, so often he gave Optimus reasons to mistrust him that it wasn't surprise for him that his Autobot counterpart wasn't comfortable in such situation. It was just as much of habit as Megatron's dislike of spaces where he was an easy target.

"You asked for this meeting, Megatron, what do you wanted to talk about?"

"What else could I want to talk about than our current… predicament?" Megatron replied but without any kind of smirk or smile.

"I assumed that our cooperation in ensnaring Airachnid was already agreed on." Optimus gave the Decepticon neutral look.

"We agreed on setting a trap." Megatron put his servos behind his back and walked closer to a chasm that opened at one side of the large shelf they stood on. He turned slightly and looked at the Autobot Leader over his spiked shoulder. "Now I want to arrange searching."

"The area that we would have to search is vast." Prime furrowed his opticbrows.

"Not that vast, Optimus. She attacked twice in two days; that limits the area of searching." Megatron turned back to the precipice. "And I assume she wasn't just flying around all that time, she has to have some sort of lair in flying distance from both sites of attack."

"That is still a large area to just search through." Optimus had to agree that the Spider Femme had to be close enough, but that didn't meant that the area would be small. She could fly fast and far. "Tell me, Megatron; does your sudden urge to find Airachnid as soon as possible has anything to do with her attack on June?"

Megatron turned on his heel instantly and glared at the red and blue mech. He started at the Prime for a long moment with strangely intense glare.

"It has everything to do with it. But also with her attack on Shockwave, and Arcee who was with him at that moment, and many other reasons including an open rebellion that Soundwave managed to stop just in time."

"She committed a lot of crimes, though you wouldn't count them as such since they were done on Autobots." Optimus clenched his fists.

"You refer to the one called Tailgate?" Megatron grimaced. "Don't be surprised. It was one of the reasons she was replaced by Vortex as my interrogator. She was moved to hunting team as to assure no more such 'incidents' during interrogations. That was when she simply vanished and only resurfaced here."

"I didn't expect to hear that."

"There is a lot you would never expect, Optimus." Megatron's face darkened as he frowned. "Would you ever expect us to cooperate so often? I certainly wouldn't."

"I only cooperate with you because there are those who require my protection and if I need to deal with you to do it; then this is what I will do." Optimus fought the urge to snap his battle mask. The Omega Lock aftereffects were still fresh in his memory.

"I do not expect anything else from you, Optimus. I am well aware that there is no love between us. But I am also aware that those dear to you are threatened by Airachnid." Megatron's face relaxed, his opticbrows lowered. His entire stance changed as he straightened his back and allowed his servos to simply fall on his both sides.

"What about June?"

"June is safe for the moment. Airachnid doesn't know where to find her and I had the area checked by Vehicons, but I cannot have them flying around all the time. Should Airachnid spot them it would be obvious that there was something worthy of her investigation there." Megatron admitted. "The best way for now is to simply keep a low profile, so she will remain to have one Vehicon to escort her."

"How did she take the attack?" Optimus asked. He knew that Jack was pretty calm, but the young man seen a lot and it wasn't such a novelty to him. June however was another story, and Jack said he only agreed to come because he knew Megatron will be with her.

"I admit that she was shaken. I promised her that we will find a way to capture and deal with Airachnid." The Decepticon's stare suddenly turned grim. "And I intend to keep my promise."

Optimus wasn't surprised by that. Megatron rarely lied, but he only kept promises he made to those he respected or at least appreciated and the Prime was certain that Megatron treated June very seriously. Ever since Optimus (still Orion back then) knew Megatron, the Gladiator and Politician always treated femmes seriously and with respect (expecting the same in return). The Prime didn't know why or even how it happened that Megatron ended in romantic relationship with a human woman, but he clearly saw just how serious the Warmonger treated his organic lover.

"I know you do, Megatron, but I also agree with you that the best way to keep June safe is to not allow her presence to become obvious for Airachnid. Unfortunately Airachnid may simply target one of our other human allies, and she will attack Arcee if given a chance." The Prime conceptualized. "For today and tomorrow our human friends will be safe, but at Monday they will gave to return to their schools where they're an easy target."

"We will worry about that when the time will come. For now let us focus on Airachnid."

"How do you expect us to cooperate on this occasion?" Optimus asked.

"First we will establish the radius of our search, and then we will observe it." Megatron replied. "I see no other possibility of proceeding."

"Passive search instead of active?"

"Last time we had better chance at stealth. This time we are facing an experienced huntress that knows how to cover her tracks." The Warlord explained. "Should we proceed with an active search, she would simply observe us searching for her. And she would take the searching party one after one."

"Assuming we will succeed in capturing Airachnid, what will happen then?" Optimus had sinking feeling that Megatron wouldn't bother with capturing the femme, but simply execute her on the spot. The Autobot was aware that Airachnid did a lot to vex the ex-Gladiator. She betrayed him, disobeyed, set an Insecticon on him and just tried to kidnap his de facto consort (even if they were not bonded officially), and the Prime knew just how well the Tyrant can keep his grudges, not to mention how violent the retaliation could be.

Megatron gave Optimus one, long incomprehensible stare. If he wanted he could be very hard to read. Usually angered or pleased, he simply bore neutral look, but sometimes there was something more in those optics, as if he was stropping one from their personality layer by layer until he was able to see the naked core of one's mind.

"Oh, I imagine that if we would manage to take her alive she would be imprisoned and then given to Decepticon Justice Division to deal with. If she will make it alive that is, I cannot give any guarantees as we both know that she will fight back."

"I would prefer to have her sent to one of our prisons to be judged and sentenced." Optimus admitted.

"And where would that be? Ever since Overlord demolished Garrus 9 1) the Aequitas is out of order, Chief Justice Tyrest went off to who knows where and all other prison facilities are made for rouge Autobots and Decepticons POWs 2) exclusively as it was agreed in the Tyrest Accord. And as I recall, and so should you, it is also agreed that all the Decepticons who broke the Accord or Decepticon Law will be dealt by Decepticon Law Enforcers or D.J.D. under the Conclave directives."

"Except if we agree to make an exception."

"I believe that Airachnid falls under 'Threat Level 9' and that means that no Autobot facility is prepared for a Decepticon prisoner of such level." Megatron insisted. "Only G-9 had appropriate security systems. Besides, there is no single Decepticon on board of Nemesis that Airachnid haven't made an enemy of, they all deserve the justice to be served our way."

"What if one of them will choose to serve the justice personally?"

"They haven't done it when we held her in that stasis pod, they won't do it now." Megatron slowly shook his head. "There will be no lynch on board of my ship, you can count on that. If Airachnid manage to survive the capturing, she will live to see the D.J.D."

"Very well then, Megatron." Optimus decided to agree, there clearly was no discussion about the subject, and Megatron had the right to deal with Decepticon outlaw the way Decepticon law demanded. "We will need to synchronise the search."

"Shockwave will contact you about it." Megatron jumped and transformed on one fluid motion. "Until next time, Optimus." And with that the Decepticon Tyrant few away.

oOo

_Saturday evening. Autobot base Omega – 3._

Blaster, Wheeljack, Bulkhead, Optimus Prime and Jazz glared silently in Nevada's map. Two bright red dots pulsed in places of Airachnid's attacks. One marked New Kaon and the other one place where June, Jack and the Vehicons known as Bruce were surprised by the Spider Femme. Both places were quite afar from each other and they weren't sure just how large is Airachnid's flight range. Her being a helicopter meant that she wasn't capable of reaching speeds available for jets, which meant that it was limited. Every airborne Decepticon with jet alt mode could reach any place on Earth, but Airachnid had her limits. Another fact was that she wasn't primary flying frame, even though most Undergrounders could fly; only Insecticons had vast flight range, for the other Undergrounders flight was but a secondary ability. That was why Airachnid left behind when she sent her Insecticon Swarm against Nemesis the day when Arcee captured her.

"I say, let's take the distance between th'two spots and use it as radius for the Spider Chick's range." Proposed Jazz.

"Let's double it, just to be sure." Wheeljack tapped his chin in thought, a gesture he picked up from Ratchet. It looked like the Doctor himself and relative safety of being in the Team Prime (instead of being on his own) started to bring out Wheeljack's inner engineer. "And then just collapse every cave in the area, too much explosives is always better than too little." It also looked like his outer Wrecked was just fine as well.

"Oh, and then just call Fowler for a clean-up?" Bulkhead sighed. He missed the bad old days in the unit, but it was over now and while it was nice to not have to worry about wreckage, he toned down a bit while being Miko's Guardian.

"It would be easier if Airachnid had to use radio to contact her Insecticons, it would be easy to locate." Blaster added his own input to the conversation. "But she's a telepath and that doubles her stealth."

"Aren't you telepath too?" Bulkhead gave Blaster surprised look. "Can't you, I don't know, listen in on her?"

"Airachnid's an Undergrounder. They're different than us." Blaster Explained. "I can't tap into her network, but she can't influence me, even though I receive her like every other Cybertronian, and before you'll ask, that includes Insecticons as well."

"So, where does this leave us?" Wheeljack asked and everyone looked at Optimus, who said nothing as he pondered about the question.

oOo

_Nemesis, at the same time._

"According to my medical data, tapping on Airachnid's telepathy by Soundwave is not possible." Knockout declared with all the medical authority he could muster.

That earned him a sour look from Starscream, who expressed the idea.

It was yet another officer briefing on board of Nemesis, only this time it was much wider group. Skywarp was part of the Elite Trine, even though without Thundercracker it wasn't Trine anymore. Motormaster was a Colonel (and the fact that Breakdown reached General after arrival to Earth made him angry). Barricade was a Captain for a long time now and hoped for promotion to Major. Both triple changers were sergeants, so they were absent. Ravage, Frenzy and Rumble weren't officers but they came as Soundwave's private team.

"Oh, and why is that?" Motormaster growled, he still detested the Aston Martin. He had to admit that Knockout was now much more serious about his work and showed many darker traits, but the fact that he was also still as vain as always was enough for the large mech to loathe the Decepticon Medic.

"Because he's not an Undergrounder." Knockout ignored the angry snarl directed at him. "His abilities are impressive, but he cannot just hack an Undergrounder mental network. It's simple whole other kind of telepathy."

"Telepathy is telepathy!" Motormaster boomed. "What difference does it make? He hacks computer systems without problems! Make him hack that wretch's brain module if he's so mighty!"

"You cannot listen to the rrradio trrransssmishion that is brrrroadcasted with AM system while using a FM rrreceiverr 3)." Ravage purred from his spot in the shadows. "Telepathy is not inforrrrmation networrrk, it's a trrransmission."

"What the cat said." Knockout grinned. Motormaster detested him but he didn't hold any love for that mech either. "If it worked like Wi-Fi Shockwave wouldn't have to invent the Cortical Psychic Patch."

"Indeed. A telepath can only intercept an open thought. In layman's words, you have to think about something for Soundwave to be able to detect the data you are processing. „Shockwave confirmed. "Airachnid and Insecticons use different kind of signal to create the network, while they generate the regular telepathic output they also produce a secondary frequency, one that is tuned for Undergrounders exclusively." Shockwave continued while everyone else just stared. "It must be so, because the additional signal must be independent from the thought process. Also aside from that, Airachnid has no other telepathic abilities."

Knockout grinned at Motormaster. "What he said means…"

"Enough." Megatron cut the futile discussion. "Soundwave knows the best what he is able to do and if he could intercept Airachnid's mind control over Insecticons, he would did that already. Now, tell me, how you plan to find that femme?!"

"I am waiting for Autobots to contact me regarding the observation. They know the area better than we do so I asked them to pinpoint the possible hiding places for Airachnid and Insecticons." Shockwave said unfazed by Megatron's irritation.

oOo

_Autobot bade Omega – 3._

The main computer screen displayed southern and central part of Nevada with geological data overlaying the road map. The image looked pretty much like some abstract painting with all the lines and dots in various colours.

"I'd say we go for energy transmission." Blaster tapped into the keyboard to highlight the non-industrial areas. "This way we will be able to detect any energy outputs that shouldn't be in places where there are no human activity."

"But if she's hidden, the rocks or earth will screen any energy." Bulkhead scratched his helm.

"I'm counting on the fact that she won't just bunker herself somewhere but will take an occasional peek outside." Blaster shrugged and saved the map into an image file.

"Good thinking, Blaster. Contact Nemesis." Optimus decided. "The sooner we will start the search, the better."

oOo

_Nemesis._

"And that's why I think it is all nothing but waste of…" Starscream wasn't given a chance to finish his sentence when a console pinged loudly.

"That would be the Autobots." Shockwave announced, one could swear that there was microscopic hint of satisfaction in his voice, but it was probably just the fact that he spoke right after Starscream and anyone sounded like that when speaking after Starscream.

Soundwave silently unfolded one of his tentacles and accepted the connection revealing Optimus Prime.

"Shockwave, we are sending you a map that we prepared in regard of our cooperation." The Prime said and an icon appeared next to the video feed window. Soundwave opened the received file that showed map of Nevada.

"I have received it." Shockwave watched as Soundwave opened the file. The colourful map unfolded before his single optic. "This is very restricted area. Are you sure Airachnid is hiding in this particular terrain?"

"We have taken distance between both attack sites, doubled it and used it as radius to create circles around each attack site." The Prime explained. "In case of failure we can extend the search area."

"It is logical." Shockwave agreed with the Autobot's reasoning. "I propose to use the energy emission in order to detect Airachnid's presence."

"We were to propose the exact same solution." Optimus moved as if to indicate other Autobots, but they were outside of the camera range. "There is still the matter of method of search remaining."

"The aerial search seems the most obvious solution. It allows easy covering large area with use of relatively small number of participants." The Decepticon Scientist stated. "It also allows for clear observation."

"I have spoken with Agent Fowler about our search of Airachnid and he was able to provide us with human military aid in this regard. This morning we will have a small number of their military drones at our disposal." The Prime admitted. "They are small which will make them harder to spot."

"In this case, our airborne Vehicons will be the best at night, they are full sized Cybertronians, but their engines are relatively quiet and easier to hide in the darkness."

"It is settled then. We will conduct the observation at day and you will perform it at night." The Autobot Leader summarised.

"I will organise the observation party for tonight then. I believe the custom has it to wish you a good night and a happy hunt tomorrow." Shockwave stirred his antennae slightly, it was the first time he moved them during the entire conversation.

"Thank you, and to you too." With that the Prime ended the transmission.

"Starscream." Megatron approached his Air Commander. "Make sure that Shockwave will have enough fliers for the search."

"Yes Master." Starscream's face carefully didn't show any emotions and his wings were stiff. His emotions were mixed. He dreamt about Airachnid's downfall but it pained him that it was Shockwave who was the one organising everything.

"Soundwave. You will process the data from Vehicons for Shockwave to analyse." Megatron turned to his trusted TIC.

Soundwave nodded once and that was all that Megatron needed to know that Soundwave will perform flawlessly, as always.

"Contact me when you will find anything." Megatron turned away to leave the bridge.

"Where will you be, Master?" Starscream asked surprised, Megatron rarely left for two days in a row.

"In my quarters." Came the reply.

oOo

_Autobot base Omega – 3._

"That settles it." Wheeljack stretched his doorwings. "We get the day shift."

"We still have the curb duty." Bulkhead reminded his fellow Wrecker.

"June has a night shift in hospital today, so Jack and Miko will spend the night here." Optimus informed his soldiers. "June said that she would be much calmer knowing that they're not without protection as her Vehicon escort will be at the hospital all the time."

"What about Raf?" Wheeljack asked. A second night out in a row was out of the question for the young boy. Unlike June, Raf's parents didn't know about Autobots.

"Bumblebee's there for the night." Bulkhead replied.

"I thought Airachnid already knows him." Wheeljack was surprised.

"She won't recognise him with the new paintjob." Bulkhead shrugged.

"But to prevent his parents to be suspicious Jazz will change him for the Sunday night." Optimus decided. "Airachnid haven't met him yet so it will be safe."

"What about me?" Blaster asked. "She hasn't met me either."

"We need you here for the search." The Prime explained. "If the need will arise we will send Steeljaw to observe his school."

"All right." Blaster nodded. "I'm cool with that."

oOo

_Sunday evening. June's house._

Megatron sat politely on the verge of June's bed. He arrived shortly after June ended her shift in Hospital and now waited for the woman to exit her bathroom where she was taking her time under the shower. He didn't mind, he absolutely loved when she had wet hair, it reminded him of when they had their first real conversation, and later their first night together. Those were good memories.

The door opened and June finally emerged wrapped in fluffy bathrobe, the same one he had problem with unwrapping her at their first time. The clouds of steam followed her and she looked like she rubbed few layers of skin from herself.

"What happened?" Megatron asked seeing June all pink and shiny, like after a good buffing with rotary buffer. Only humans didn't buff.

"What else could it be? An accident in one of the labs, someone was preparing a prank that backfired. We had fifteen soldiers covered in itching powder. It's terrible. I took shower back in the hospital but just needed another one. I could feel that stuff on me." June shivered at the very thought. "It's like being covered with swarm of tiny bugs. Did you have anything like that on Cybertron?"

"Not that I can recall. But we had tiny bugs… they weren't insects though and they were deadly dangerous. We called them Scraplets."

"Yes, Jack told me about them in detail." June walked slowly to the door and closed it. "Not something I would want to meet."

"For humans they're harmless, they only consume metal." Megatron shrugged.

"I would certainly hate them to consume you." The woman smiled with warmth.

"I would hate them to consume me too." The Tyrant grinned. "Ah, I was about to ask you, why it is so quiet in here?"

"Miko's not home."

"Airachnid is still at large, we only started our observation of the area, it may be dangerous as we do not know if Airachnid knows her." Megatron straightened his back. "I do not want her to use your overly loud charge as a bait to get you."

"Miko is with Bumblebee in Autobot Base." June laughed lightly. "He has a night off and she was just gone with the wind the moment she knew he'll be home." She paced slowly to Megatron with slight smile on her lips. "She'll be back in the morning to get ready to school, but until then there's peace and quiet." The woman stood in front of sitting Megatron and gently brushed his shoulders.

"Oh, good. No disturbance." The gunmetal grey mech purred with pleasure as the soft hands traced his collar and then tickled his neck.

"Jack's home." June reminded feeling Megatron's servos lightly rested on her hips still covered in her fluffy bathrobe. "He went to sleep early though, so all we have to do is to just try not to wake him up."

"No promises." Megatron smiled and looked June deeply in her stormy blue eyes as the woman slowly moved her fingertips up his metallic cheeks and then placed her hands on both sides of his helmet and took it off his head only to set it on the nightstand.

"You intend to roar?" Her fingers moved to his crest and the reaction was instantaneous as the fins straightened in demand of more caress.

"Perhaps I intend to make you scream my name?" Came the husky reply. Megatron's optics never left June's face as she moved closer and tenderly kissed his left upper antenna sending jolt of pleasure down it. He pulled her to him and purred with satisfaction when she collided with his chest.

"Take this robe off." He murmured just before his mouth covered her shoulder with small kisses.

"Take it off yourself." June giggled and continued caresses of his crest. Ever since she found out how sensitive it was she always caressed it during foreplay, and often just because, she adored how Megatron reacted to her touch.

"I may tear it off you if you like." The mech slowly moved his head as if to indicate June to caress the other antennae as well.

"You don't have to. Just untie the belt." Before she could move her hands Megatron pulled the bow tie and undid the belt. His servos wasted no time in freeing her from the robe. The cool air sent slight shiver down her spine but pair of skilled servos instantly moved over her skin, tracing her back, hips, thighs and then going back up to lazily wander between her thighs gently parted then and in one smooth move lift June enough to sat her in his lap, or make her straddle his lap.

"Much better." Megatron said with content smile on his face and buried his face in June's neck to taste that wonderfully soft skin of hers.

June moaned silently and scratched Megatron's neck that was now uncovered, her other hand found one of gaps in his armour and dig her fingers in it to tickle the circuitry hidden underneath the plating.

Megatron's hands wasted no time in tracing June's skin, the sensation was amazing, Megatron could never have enough of the velvety feeling of his woman, his tiny organic femme. There was no denying it, he could never have enough of her, both body and mind. She was his ideal, strong willed but delicate, a true lady who somehow managed to soothe his temper every time she was with him, yet sharpen him in so many ways, giving him amazing clarity of mind.

June loved the feeling of Megatron, she felt safe with him but also stronger than ever. She felt like she could do anything as long as he was by her side, literally or figuratively. The mere knowledge that he was there made her feel like flying, as if filled with amazing energy that invigorated every fibre of her being.

She heard the soft, tell-tale click of Megatron's code piece opening and knew that he was ready. It never took him long to pressurise but he never rushed her, always making sure she was ready. She smiled. "Want me to take you for a ride?" She asked.

"Maybe I should take you for a ride instead?"

**[MA rated scene here. To read the full chapter go here (remove spaces first): archiveofourown works / 2001357 / chapters / 4580805]**

Somehow they rolled into more comfortable position but neither one of them wanted to untangle from the other one. The heat was still present and each movement was like a caress even though they felt pleasantly tired. Megatron gasped when June landed few tiny kissed on his crest that he folded for the recharge, the fin-like antenna moved slightly under the soft lips. He reached for her hand and lifted it to his own lip plates, kissing each and every finger before laying few more on her palm and wrist. He felt his arousal increasing again but he needed his systems to cool down first so he decided to save it for later.

June smiled knowing that in a moment Megatron will roll to his front to allow his vents to work freely, but she stretched a bit and kissed his cheek feeling that it was now or never, she knew her feeling and she would never forgive herself if she wouldn't voice them now.

"Megatron?" She whispered and waited for him too look at her with tired but always sharp optics. "I love you."

That caused his optic lids to open fully as he looked at the woman in surprise. He vented deeply through his mouth couple of times. He never thought that would ever hear these three words spoken to him by a femme, organic or not. Not in a romantic way anyway.

June swallowed silently, Megatron was staring at her with such shock that she thought that perhaps she shouldn't have say that to him. Maybe it was too early, or perhaps it wasn't just that deep? She was about to say something, anything when Megatron leaned to her and kissed her as gently as if she was made of glass. When he pulled off, his lenses were dilated and he looked at her from half closed optics.

"And I you, June." He said silently. And there was nothing more to add.

TBC

AN: Some of you will love me and others will hate me for this ending, I just know it, but it was just about time for something like this. A good sex only made it easy (censoring this chapter for dA and crippled it a bit, but if you're old enough and won't be disgusted by it, I recommend reading the full version, WARNING: IF YOU'RE UNDERAGE, YOU SHOULDN'T READ IT – I know that anyone above 16 years old probably read thing more explicit than this, but rules are rules, no sex for underage).

1) See Last Stand of the Wreckers, issue 1.

2) See Last Stand of the Wreckers, issue 5. Listed Autobot War Crimes revealed during "Aequitas Trials" (listed by Prowl, on panel 2, page 23) are:

\- Morphcore Harvests;

\- Civilian Executions;

\- Rust Injections.

On the second panel, page 23, following crimes are listed on a computer screens:

\- Desecration of Corpses;

\- Illicit Spark Transplants;

\- Torture (Cirquit-Borading).

The Jury during the trials included: Chief Justice Tyrest, Prowl and two other Autobots.

In Garrus 9 there were at least nine threat levels. The commander of G-9 was Fortress Maximus.

3) AM – Amplitude Modulation, a broadcasting system using changing wavelength (it is used for long wavelength transmission).

FM – Frequency Modulation, a broadcasting system in which the momentary frequency of the modulated signal is proportional to its amplitude (used for VHF transmissions).

**To Kaleia:**

You will see that you will feel better when instead of just getting p!$$ed over Airachnid you will start to root for (for example) Arcee. Positive thinking will give you much more peace of mind.

No, I'm not into manga and anime, that includes Sailor Moon. I did it as a teen but then I just grew out of it and now I'm just not interested in it anymore. I just get my kicks from somewhere else.


	10. Without this fear

**Spider Woman.**

"_Sooner or later_

_You're certain to meet_

_In the bedroom, the parlor or even the street_

_There's no place on earth_

_You're likely to miss_

_Her kiss_

_(…)_

_Of the Spider Woman_

_In her velvet cape_

_You can scream_

_But you cannot escape _– Kiss of the Spider Woman – the musical.

**Warnings**: Violence, sex, explicit language – you know, the usual.

Timing: Post season 2 finale, in my very own Beauty of the Beast Prime timeline.

Rating: T to M (and MA).

Pairings: multiple.

Disclaimer: Transformers Prime © Hasbro. Story's plot and OC's © me. There may be some OC's that aren't mine – they belong to their respective creators.

**Without this fear.**

"_(…) Afraid to lose control_

_And caught up in this world_

_I've wasted time, I've wasted breath_

_I think I've thought myself to death_

_I was born __**without this fear**_

_Now only this seems clear_

_I need to move, I need to fight_

_I need to lose myself tonight_

_Whoa, come with me now_

_I'm gonna take you down_

_Whoa, come with me now_

_I'm gonna show you how_

_I think with my heart and I move with my head_

_I open my mouth and it's something I've read_

_I stood at this door before, I'm told_

_But a part of me knows that I'm growing too old_

_Confused what I thought with something I felt_

_Confuse what I feel with something that's real_

_I tried to sell my soul last night_

_Funny, he wouldn't even take a bite_

_Far away_

_I heard him say (Come with me now)_

_Don't delay_

_I heard him say (Come with me now) (…)" – _Kongos,_ Come with me now._

oOo

_Monday morning, 4 AM (local time), June's house._

Megatron woke from his recharge with a start. At first he wasn't sure where he was. He was surrounded in soft coverings, much too fluffy to be his, he had one, grey thermal blanket on his berth. Only then he remembered that he was in June's house, in her bed, and with her next to him. Last night was eventful and filled his mind with more than pleasurable memories in which June played the main role.

He sat with groggy expression of someone whose body just woke but their mind was still half-asleep. Not sure what time was that, he checked his internal chronometer and decided that it was definitely too early to be awake, but his brain module just managed to power up fully and the Decepticon Tyrant allowed himself a deep vent that looked much like yawning. It was only after a moment he realised just what exactly woke him – his was pinging madly, someone was hailing him.

He activated his without much enthusiasm. Whoever called it'd better be important or else, and it better not be one of Skywarp's idiotic pranks.

"What is it?" He growled in silent but very much awake and menacing voice.

::This is Lt. Raoul at your command My Liege.:: The all too familiar voice of the freshly promoted Vehicon exclaimed.

"This is better to be important or you will end up commanding an outpost on Messatine's South Pole."

::Ummm… The comparison of Autobot's and our patrol's readings show that we might know the area where Airachnid is hiding.:: The Vehicon Officer said quickly. ::We are not sure yet where the entry to her lair is located, but the readings show the area and intensified observation should reveal it probably even today."

"Have you already told anyone else?"

::I have sent notes to all the officers and Autobots. Commander Shockwave is now talking with Autobots to establish the best method of observation.:: Raoul politely informed. ::Localisation of the entry will determinate method of attack.::

"So, you do not know how to get to her yet, do you?" Megatron felt his patience running out.

::No, but we know where she is and you wanted to be notified if we would have any kind of progress, My Liege.:: The Vehicon quickly explained.

Megatron rubbed his forehead, it was true, before he left the previous evening he gave order to report all news to him. "Good." He said without his previous irritation. "If you will find anything new, report immediately."

::As you command, My Liege. Lt. Raoul out.::

The link was severed and Megatron vented heavily. Last night was bliss, he didn't have to worry about anything, today he would have to return to the everyday burden of leadership. He wasn't tired of it, nor did he want it gone because he wanted to lead his people, but he needed to solve the problem of Airachnid if only to make sure that June was safe.

A gentle touch to his arm almost made him jump; he didn't even notice when she woke, or perhaps when he woke her with his conversation through . He felt her pulling him down and he happily complied with her wishes.

When he felt the mattress beneath his back he turned his head to look at June. She was sitting, with the window behind her back. It was still dark but the light from the outside revealed her bare form. She was partially covered in bedclothes but the faint light revealed her naked shoulders and small but round breasts. Her raven hair fell to her back and her blue-grey eyes were focused solemnly on him. At that moment she looked like some exotic and mysterious nymph from earthen mythology.

Megatron recalled what she has admitted to him the previous night, and then he recalled his answer. Suddenly it felt so awkward. Maybe she didn't really mean it? What if it was nothing but heat of the moment? Maybe he shouldn't answer her, maybe he shouldn't have say what he has said? The doubt was short lived however; quick examination of his Spark told him that it was the best thing that he could have said. Suddenly he felt strangely liberated, his Spark pulsed stronger and it felt good. He wasn't the most romantic mech in existence but he wasn't regretting anything he did the previous night. It wasn't just his Gladiatorial approach that always served him so well. It was also the fact that he was glad that June knew what he felt. The last time he felt it was when Prime made him to finally admit that he held romantic interest in June.

He realised that he was watching June for few moments without uttering single word.

"Who called?" She asked whispering.

"One of my officers. They think they found Airachnid." He answered honestly. "They haven't found the exact cave or whatever hole she's in, but they know where to look. I told them to notify me when they will find out anything more."

"Does it mean you have to go?" One of her hands traced his torso in slow circle.

"It's 4 AM, if I would be on Nemesis I would still be in my berth, dreaming of you." Megatron devoured the naked marvel above him with hungry optics. He felt his temperature rising.

"Yesterday I meant what I said." June stroked his wide chest with her palms while staring straight into his optics.

He felt as if she was burning holes in him with the intensity of her glare. "And I don't want you to ever doubt in what I answered to you." He replied. "It is not in Decepticon custom to talk much about our feelings and emotions, but when we do, we are always serious about it." He reached and rested his left servo on her naked hip.

She leaned to kiss him, their lips met and she opened her mouth to deepen the contact when she heard the sound of the back door opening and closing. Both of them sat up and glared at the door to June's bedroom.

"What was that?" June eyes were now wide opened.

"Jack?" Megatron asked without much interest and pulled June back, he was ready to continue but then something hit the floor, something heavy.

June sat up instantly. "That's not Jack, he would've just turn the light on." She whispered.

Megatron groaned; he could count on something interrupting him in situation like that. "I will see who or what it is." He snapped his code piece shut and got up. "And if it's some uninvited guest, I will disembowel them slowly." He slid his sword out with wide grin.

"Megatron." June hissed with irritation.

"Fine." He said pulling his sword back. "I will just hit them in the head and then allow military to tell them they had hallucinations." He added and opened the door.

The moment he stepped out of the bedroom he switched the light on and chuckled. On the floor sat Miko, her combat boots while on were unlaced and she tripped over her own laces. The girl was now untangling the bootlaces with angry face. She snapped her head up when the light went on.

"It's just Miko." Megatron turned back to the bedroom.

"Miko, you shouldn't just get out in the open without protection. I didn't hear any engine, how did you get here?" June's voice asked from the darkness, it was followed by sound of some fabric.

"Rewind opened me a Groundbridge and I got in front of the back door." Miko chirped happily. "I came early to prepare myself for school because I had no time to do it back at the base."

"I can clearly see that." Megatron circled the teenage girl. "You reek of transmetal fluid and… what in the Pit is that smell?

"And you have transmetal stains on your code piece, mister Authority." Miko smirked. "And the smell? Its strawberry milkshake and Old Spice scented polishing wax."

"Do I even want to know?" June sighed and made way for Megatron who instantly dived back into her bedroom. Probably to remove the stains.

"Wheeljack detonated my strawberry milkshake with 'soda and Mentos bomb' and it ended on Bumblebee, so I took him to the wash racks to get him cleaned and then, when he was clean I decided that he needed waxing… which resulted in me smelling of transmetal fluid." Miko explained as if it was every day occurrence. "But you really should see the exploding milkshake! It was awesome!

"Miko, keep quiet, you will wake Jack." June rubbed her forehead.

"Oh, Jack won't wake even if you'll explode an atomic bomb under his door." Miko explained with bored face. "He got himself ear plugs months ago."

"The what?" Megatron poked his head from the room.

"Ear plugs. He was having enough of hearing your bed squeaking like an old boat every time the BIG M's stayed for the night."

That made June's face turn red but Megatron only raised one opticbrow. "And you're not bothered?" He asked emerging fully from the dark confines of June's bedroom. The stains now gone.

"Mrs D's not my mum." Miko shrugged and got up, her laces were now untangled. "And I have a deep sleep."

"Oh God!" June hid her face in her hands.

"Relax, Mrs D, he can't hear anything now." Miko beamed. "He says that he sleeps now better than ever before in his life."

"Enough. Go now and wash that stench out of yourself." Megatron cut the discussion. "Sacrifice some poultry to the Unmaker or do whatever you do to prepare yourself to school." He added.

"Yeah, I'll kill one extra chicken in your intention." Miko answered with crooked smile. Megatron was deadly serious most of the time, but the mech had his own sense of humour, only he rarely showed it and only in presence of few, also it was hard to notice.

The girl had to admit that she was quite happy for June to be with Megatron, it did plenty of good to the woman. And it just happened that being with June did the same for Megatron. Or at very least didn't do him any bad, and that was just as good.

June watched Miko disappearing in the short corridor that led to two smaller bedrooms and whined silently.

"What is it?" Megatron turned to the woman.

"I just… Jack never said a word." June shook her head. "Not even a hint. He must've felt so awkward."

"Come now, June, he managed on his own, like a true mech… man." Megatron surrounded June with his arm. "You can be proud of your son. Instead of coming to his carrier… mother, he found solution all by himself. It only shows you raised him well."

"He grew up so fast." June shook her head and sighed.

"Now now, let me take your mind off the topic of your son." He gently directed June back to the bedroom. "And direct it to whole other area." He purred while closing the door.

Few moments later the bed began to squeak again. Vigorously.

oOo

_Nemesis, somewhere over Hawaii. 4 PM Universal Time, 6 AM Local Time._

Shockwave stared at a wall of text; it was the observation readings, compilation of various kinds of data that only he could comprehend. Even Soundwave quit after few moments of staring at the display. The silent Decepticon was the true spymaster (fluent in computer coding, cryptography and surveillance) but when it came to problems solving, Shockwave was the one who could find the most logical answer. Perhaps not the nicest one, but certainly optimal.

He still had two hours for the day shift to arrive so he used the remaining time to focus on the problem. Starscream usually arrived early to just enjoy having the bridge for him (minus the night shift) but knowing that the ex-Senator would be there, he simply didn't show up. Shockwave was pleased with his decision.

The Tarnian noble highlighted certain data, moved others and re-arranged the order of the display in search for pattern. He was searching for a peak in various inputs, but the variations were too small to allow any conclusion. The rock was simply too deep or rich in various ores and screened the presence of Insecticons and Airachnid, not well enough to hide them from someone who knew what to look for, but well enough to blur all readings. It was frustrating, but Shockwave knew that he would receive more data to process and perhaps reveal the exact location of the traitor.

oOo

_Autobot base Omega – 3. Three hours later._

Hot Rod was swinging on Cybertronian sized chair while Ratchet and Blaster observed the drone readings. The rest of Team Prime was either out of recharging after night shift and thus Hot Rod was bored.

"So, it's Shockwave who's analysing all the data?" He decided that perhaps starting a conversation would help for the immense boredom. He was ordered to stay in the base and serve as a back-up. Probably not the best service for him, but he was still in need of being taught how to stay a robot in disguise instead of loudly display that he's more than meets the eye.

"Yup." Blaster didn't even look back, his optics were glued to the video feeds from drones.

"Shockwave was one of the brightest minds long before his Shadowplay. Student of Jhiaxus and his successor, a great mind but also extremely temperamental personality… like most Tarnians, a consequence of their war riddled past." Ratchet turned to look at the young mech. "But you can't fight wars without scientists and physicians."

"Yeah, I know the story, my carrier would never allow me to forget why he ran away from his1) brother. He didn't want to deal with all that political filth" Hot Rod's grimaced. "But it's a shame that we have to depend on a Decepticon, wish we'd have Prowl here."

"Ha!" Blaster barked.

"What? Shockwave's super logical, but Prowl has his tactic chip and no-nonsense attitude."

"I just remember him all too well." Blaster fidgeted a bit on his seat.

"Come on, we wouldn't have to rely on Decepticons. You know, at the end of the day, regardless of why they joined Megatron and even why Megatron… urm, joined himself, they're Decepticons and cease fire or not, they're not to be trusted."

"We already worked with them, Hot Rod." Ratchet sighed. "Of course they're untrustworthy, but dependable when they say they will do something."

"I'd still rather have Prowl here. You know he can observe 800 moving objects and trace their direction, or point of origin just like that.2) He'd doing just as good job at it as Shockwave." Hot Rod insisted. "Maybe even better."

"Pray to Primus that Arcee won't hear you ever talking slur on Shockwave." Blaster laughed silently without ripping his optics off the screen.

"Don't remind me about that." Hot Rod growled and then he noticed Ratchet's glare. "I know we talked about this already. I know that Optimus says that Arcee and Shockwave are the best proof that Autobots and Decepticons can coexist. And trust me, I wish Arcee and Shockwave all the best. But I he's still a 'Con and I don't trust him. And I hate the idea that he will be the one to locate Airachnid."

"Maybe he won't have to be the one to do it." Blaster said with excitement in his voice.

"Why, what happened?" Ratchet momentary turned to the Communication Specialist.

"I just see an Insecticons." Blaster exclaimed. Both Ratchet and Hot Rod instantly jumped to him and started to observe the video feed.

"What is he doing?" Hot Rod asked crooking his head.

"I think he's grooming, like Earthen fly." Ratchet furrowed his opticbrows. "Blaster, comm Optimus and the others."

Blaster pressed two buttons without even looking. "Go ahead."

"Optimus?" Ratchet asked.

::Yes? What happened?:: Optimus voice was loud and clear meaning that the Prime was in the open.

"You won't believe it." Ratchet began. "I am now watching an Insecticons cleaning his wings."

oOo

_Nemesis. Fifteen minutes later._

Motormaster glared at the console's screen just over Shockwave's shoulder. He wasn't saying anything but if a glare could kill, he would fry the console. Shockwave watched the video two times already but it was clear that it wasn't one of Nemesis' Insecticons, but Airachnid's. The Undergrounder never noticed the human made drone that captured his image.

"Motormaster, I would greatly appreciate if you would remove yourself from my personal space." Shockwave spoken at last. "You will have a chance to crush that Insecticon, or perhaps other one, when we will attack Airachnid's lair."

"Grrr… I'd prefer to crush Airachnid!" Motormaster growled but moved away. Every Decepticon knew who Shockwave was, but no one really knew what he would do to someone that would disobey him, especially in situation when Megatron left the ship under his command.

"Then, I believe, you will have to stand in a line." Shockwave turned and gave Motormaster one long glare.

oOo

_The Grand Canyon, Colorado, USA. The same time._

The meeting was called up in a hurry, but both parties arrived on time. The result of the observation came faster than anyone suspected. No one doubted that action had to be taken as fast as possible, before Airachnid could re-locate. Thus two delegations were now present in one of the most isolated parts of Grand Canyon where tourists never really showed up. A good, neutral place.

When Megatron and his party arrived, Autobots were already there, but clearly managed only moments before judging by the way two of his soldiers were looking around. Optimus and Wheeljack saw the place already, but Blaster and Jazz didn't have such an opportunity before and now their helms were turning around so intensely that one could think they will unscrew themselves any minute now. On Megatron's end Skywarp was gawping with his mouth ajar, he didn't saw the place before either, Soundwave and Starscream were already familiar with it. Every Autobot and Decepticon who stationed on Earth long enough saw the Grand Canyon; it was almost mandatory field trip mostly because the place reminded them of Sonic Canyons. Perhaps not core deep but intimidating enough to bring the memories to the surface. What made Cybertronians even more fascinated by the place was the fact that it was effect of a geological process; that the whole thing was carved by water – not a substance than any Cybertronian would ever suspect to be able to cause such changes.

"Prime." Megatron greeted his Autobot counterpart.

"Megatron." Optimus answered. "Have you seen all the data we've send you?"

"The geologic data is very promising." Starscream replied instead of his Master. "The cave is not part of any large system and it doesn't have any other entries."

"Airachnid can dig her own entries." Wheeljack reminded.

"I am all too aware of that…" Starscream growled bitterly. "But she escapes only when the battle is boing bad for her. And she never stopped wishing to leave this planet, if what I know is true."

"What do you mean by that?" Optimus gave Starscream a serious stare. He knew that Starscream disliked Airachnid deeply for leaving him on the Harbinger, but what caused Airachnid to hate Starscream reminded a secret.

"Oh, I am quite sure she's willing to dash from this mudball at first possible occasion." Starscream smirked ad looked at Soundwave who stood few paces in the back.

The Spymaster came few steps closer from his spot, where he silently stood in the background while he and Blaster ostentatiously ignored each other. His visor flashed showing oscilloscope while he played single record of Airachnid: "Set course to Regulon 4".3)

"Mua-ha-ha-ha-ha-ha-ha-ha-ha-ha!" Skywarp cackled obnoxiously. "I heard that after that, Soundwave proceeded to handle her, her own aft on a silver platter. I wish I was there, I'd love to spank her a bit!"

CLONK.

Starscream hit his brother up the helm. "Keep your lewd comments to yourself."

"Watch it!" Skywarp growled.

"So, she'll try to scrape as many 'Con officers as she can, maybe even Megatron, so she'll have better chance at takin' Nemesis over." Jazz summarised. "And then she'll bolt off of this marble?"

"That's why she attacked Shockwave and Arcee. She was after that Worldsweeper that Shockwave was taking apart." Wheeljack tried to snap his fingers the way he saw Miko doing it, but it didn't work. "She had no way of knowing it was not operational."

"A Worldsweeper on planet surface is never operational." Starscream reminded.

"True, they don't land, they're crashin' nose first." Jazz grinned widely. "Imagine how disappointed she had to be."

"That had to hurt." Blaster's shoulders shook slightly.

"As fascinating as Airachnid's motives may be, we still need to plan how to capture or offline her." Starscream reminded with his face as bored as possible.

"I am worried about proximity of the cave to the near road." Optimus voiced his concern. "It is not very popular route but June is using it regularly."

"It is far enough for shooting that will take place without a doubt, won't threaten anyone travelling there." Megatron stated. Shockwave measured the distance and said that it was safe enough, which in turn was enough for Megatron. "The battle would have to move in that direction to pose any threat of disclosure and we can easily prevent that."

"Then, we need to decide how and when to strike." Optimus decided to leave the subject of cave's location, Megatron would have Shockwave or Soundwave to measure everything. The Decepticon Warlord wasn't foolish and he planned his battles carefully (Optimus knew that because he carefully planned how to disturb said missions).

"As soon as possible. Preferably today. We do not know how long she will reside there." The Tyrant proposed. "But not with too large strike forces, we do not want to scare her away."

"Yeah, if she'll see an army comin' at her, she'll spook out and lam." Jazz nodded.

"We took out two of her bugs, and we know of seven that she had. This leaves her with five Insecticons for us to take care of." Wheeljack tapped his chin in thought. "We need team of at least six. And though ones."

"That includes me, obviously." Megatron smirked; he was the largest mech on the planet. And the only one who posed any challenge to him was Prime.

"And me." Optimus followed Megatron's thoughts. "That leaves us four to six more."

"Motormaster should do well enough." Megatron pondered for a moment.

"And Bulkhead. He dealt with Insecticons before." Optimus proposed.

"I'd like to go too Commander." Wheeljack volunteered.

"And me too." Jazz presented a nasty smile, one that most would never believe that the charming mech was even able to produce.

"That leaves me two more." Megatron gave his companions a glare. He was reluctant to allow Soundwave into a battle. The spy was more than capable to fight, but he was just too valuable. Starscream wouldn't survive against an Insecticon, at least on the ground and Skywarp… was… unpredictable. Barricade would probably fight, but the last time he crossed his paths with the Spider femme, he ended up in infirmary with most humiliating injury. He wasn't sure how the triple changers would do, but they were heavy weight so they should manage.

"On my part it will be Blitzwing and Astrotrain." The Warmonger decided.

Soundwave jerked a bit, it was clear that he wanted to go, especially that he and Airachnid were on less than friendly terms, but he would not disobey Megatron.

"Now there's only the time of attack left to set. I propose one hour from not." Optimus postulated. "And place of assembly, just behind the large rock north from the cave entry. It will provide us cover."

"Agreed." Megatron accepted Prime's idea. "We will meet there and attack without any delay. The basic storm in and attack action."

"You want Airachnid alive?" The Autobot Leader asked.

"Preferably. But if she won't make it I won't consider it as an offence." Megatron furrowed his opticbrows, he wanted Airachnid to be dealt with in the majesty of Decepticon law (instead of just silent execution that he planned when he sent Dreadwing to deal with her), but he wouldn't take any extra lengths to make sure she survived.

oOo

_Nevada. One hour later._

It was second time that day that Megatron found himself arriving to a location a find Optimus Prime already waiting. The Prime, his two Wreckers and Saboteur stood silently behind the large rock that stood good fifty meter north from groups of large boulders near the cave's entry. Wheeljack was tossing his grenade and the rest just stood waiting.

Megatron approached them silently with his mechs close behind him. Motormaster was happy, or at least what passed as 'happy' for him, to join the mission. Blitzwing was in his Random mode so he just laughed like organic hyena for good fifteen minutes and then began to sing 'Itsy bitsy spider' annoying everyone. Astrotrain only smirked; it was no secret that he wanted a rematch after the last fight.

"Good to see you managed on time." Megatron decided to take over the initiative to make up for arriving as the second. "Before time, even."

"Are you ready, Megatron?" Optimus asked not impressed by the Warlord's superior bearing.

"I am always, Optimus." Megatron flashed a confident grin. "And just as we agreed: we enter, hit hard and pull out4)."

"Good thing Arcee's not here." Wheeljack smirked. "She'd accuse you of throwing sexual metaphors around.4)"

"I have no idea what you're talking about.4)" Megatron casted the ex-Wrecker rather cold glare.

"Sure you don't." Wheeljack's smirk widened.

"Well, I do. He he he." Blitzwing cut in, apparently in his Hot Head persona.

"Shut up." Astrotrain growled to his fellow triple changer. "We're supposed to go in silently and take them by surprise, not warn them with your dirty laughter."

oOo

It was a complete surprise. One moment the spacious cave was dark and quiet, filled only with occasional silent buzz of one of the Insecticons. The next moment it was a pandemonium, shots, shouts and movement. Flashes of Bulkhead and Motormaster's headlights mixed with bolts of energy fired from blasters, Prime's cannon and Megatron's fusion cannon. The cave wasn't as spacious enough as it was before; in fact it turned out to be crowded. The mess of metallic bodies rolling in the enclosed space lasted for a minute or two and it was a miracle that no one was shot, especially by "friendly fire".

"My MINIONS! OUT!" Airachnid angry road was heard and then everyone floated out to the open space.

"It didn't go as planned." Wheeljack stated the moment the real fighting began.

"It was crowdy, better take ze party out A-ha ha ha!" Blitzwing laughed madly, his Random side dominating at the moment. "Yeee-haaaaaa!" He added and jumped on one of the Insecticon's back.

"Copy Cat!" Wheeljack shouted behind him, last time he was riding a bug rodeo style.

Next to him Prime and Megatron were busy with their own Insecticons, and Jazz was engaging Airachnid. Bulkhead was having an even match with the Insecticon Leader – the largest and strongest bug former in Airachnid's team. Astrotrain was pounding his own bug into tin foil while Motormaster was out of the fight for the moment as his sword stick in a rock when the truck former tried to hit the bug that Astrotrain was now dismantling… or trying to, because the Insecticon was able to block most of the blows from the triple changer.

"Aieeeeeeeee!" Blitzwing yowled when he fell from the Insecticon's back, and in the same moment Motormaster managed to pull his sword out, turn on his heel and jump at the temporary freed beetle former.

Airachnid in her spider mode hit Jazz few times but the Saboteur was fast enough to block her. Unfortunately Airachnid was also fact enough to block his smites. It seemed that the match between them was even. Jazz managed to avoid being shot by the web, but it didn't help him against her thin but sharp limbs.

Airachnid saw that this battle was impossible to win, there were eight of them and only one of her plus five Insecticons. Sooner or later Decepticons and Autobots would get an upper servo, she needed to escape. It wasn't anything new to her and certainly not something she would mind doing if necessary.

"RETREAT!" She called. A series of WA-LA-LA's answered her. She still needed her Insecticons; it was easier to survive having obedient minions. She wouldn't mourn over lost ones, but she'd prefer to have them at her disposal.

Only four of them managed to take off. Optimus managed to decapitate his opponent.

oOo

_Two kilometres from the battlefield, the road to the military base._

A lone Vehicon known as Otto sped to the base carrying two passengers. The Vehicon was a bit nervous, knowing that near their current location a military operation took place, but his passengers didn't notice it being nervous themselves, only for a completely different reason.

"I can't believe it, Miko." June tried to be calm and breathe. "I thought that it would already be over after the last time!"

"Not my fault, he started it." Miko answered with a bit muffled voice due to the fact that she kept a cold compress to her bloodied nose.

"You should go to the teacher; it's her job to prevent such situations." June lifted the compress a bit to see the damage for umpteenth time. It didn't look bad, it certainly wasn't broken, but it would be sour for a while.

"And how was I supposed to do that when he attacked me and the teacher was just too far, on the other side of the school yard?" Miko answered and pressed the blessed thing to her face, it did help a bit, though she hoped to get something more substantial for the pain.

"I thought that that Crowson boy was scared of you and your combat boots." June looked a bit worried at her charge. Miko usually could take good care of herself, even if it sent her to the detention. But today June Darby was summoned to the school to take Miko home due to some regretful incident.

On the spot she learned that Miko took part in school fight half an hour earlier, she avoided any consequence only because other students and the teacher confirmed that she was attacked and didn't start the fight. The teacher saw it happening but before she could run to the fight and intervene, the fight already started.

"It was gym class, we were doing athletics and I was in my trainers." Miko explained. "It was break between two classes and he just came, called me a wh…"

"I am well aware if his vocabulary." June cut in. "I thought he was in trouble after the fight with Jack?"

"He had detention for a month." Miko lifted the compress and tried to breathe through her nose, but when Miko removed the cotton tampons before getting into Otto made her bleed again. "Anyway, he punched me and we started to fight. He's now suspended because he came to me and attacked."

"I think that I will have a serious talk with his mother." June furrowed her eyebrows. "That boy in nothing but trouble."

"She came to pick him just before you. She said that she needs to speak with you and then gave me the dirtiest look ever." Miko sighed through her mouth. "If I could punch her, I would."

"Well, I'm not going to just leave it like that." June decided. "And I hope that the principle won't either. After we're home I'm taking you to the hospital so a doctor can see you, prepare a professional opinion and tomorrow I will have a serious talk with the principle. Oh, and when we're home I'm calling that Crowson mother… good thing I have phone numbers to all parents from Jack's group."

"Whoa. You can be scary, Mrs D." Miko said with smile, despite aching nose. "You know, the kind of angry she bear scary."

"Thank you Miko."

"You really are, Lady June." Otto confirmed. He was silently listening to the whole conversation while observing his surroundings. "A true consort to Lord Megatron."

"How many times must I repeat, don't call me 'Lady June'?" June massaged her temples, this was getting tiresome, every Vehicon was calling her that, and she wanted to just be June.

"Ooooh Scrap!" Otto answered and started to break and turn in an attempt to manoeuvre. Something hit him and sent him spinning with screaming tires until he came to halt.

"Oh, I feel like heaving." Miko moaned.

"Otto?" June asked, but received no answer.

"I think he's out cold." Miko managed to get herself together.

"What did we hit?" June asked. Her head was still spinning.

"Ugh, let's see." They unfastened their seat belts that kept them in place during the entire accident. Miko shoved herself to the front to take a look at what was happening. Otto was now standing front to where they came from.

"We hit an Insecticon." Miko said, I think he's more surprised than we are right now.

June quickly pulled Miko back and took a look herself. In that exact moment a second Insecticon landed. He growled at the first one, who just transformed into his robot mode and looked up. The other one followed his gaze; they were clearly looking for something. But then a speeding flat nose trucks hit one of them. The trucks came from behind some boulders and clearly wasn't regular truck. It had Decepticon symbols on its trailer.

The truck shifter and transformed into a large mech that proceeded to deliver series of punches into the Insecticon he just rammed into. The second one WA-LA-LA-ed and was about to come to his comrade's aid but a large shadow covered him, he bug looked up at what seemed to be large silvery jet, that didn't look like anything built on Earth, seconds later Megatron landed directly on the Insecticon.

"Uhhh… what's going on?" Otto mumbled upon regaining consciousness.

"We've been hit by Insecticon." Miko said, her compress already forgotten.

"Can you take us away from here?" June asked. It was starting to look very dangerous.

"Afraid not." Otto said. "The ball barring in my left front wheel seems to be broken, I'm not going to drive anywhere."

"Is it something like broken ankle?" Miko asked.

"More like burst joint capsule." June specified. "But you can walk?"

"If nothing more is broken, then yes. But I'd rather keep you inside." Otto admitted. "Lord Megatron would tear my spinal strut out if I would allow you to get stepped on."

oOo

Motormaster was literally ponding his Insecticon into the asphalt. The beast former wasn't just lying there, he was sending his own punches, but Motormaster was simply in some sort of amok. Another thing was that when he rammed into the gigantic bug, he have broken the beast's legs and severed multiple large energon vessels. Now he was busy with beating the robo-beetle into deactivation. He didn't even care where his punches landed. The bodily energon was spraying around like water from a fountain.

Megatron on his part was having more "aesthetic" combat. The Insecticon managed to throw him off and now they were battling. The sight was the complete opposite from the massacre Motormaster was performing. This was planned and one hundred per cent conscious fight. Megatron was aiming his blows and blocking the strikes of the Insecticon. The fight was quick and it was violent, but there was this elegance to it, the grace with which Megatron moved. It looked like fight and dance. And then, suddenly the Insecticon made a fatal mistake: for a split second he lowered his guard. That was all that Megatron needed, one swift move of his arm and his blade entered the beast's body. Megatron pushed it and pinned the Undergrounder to the ground, his sword burying itself in the Insecticon's torso, piercing his Spark and reaching the asphalt underneath him. The fight was over. Megatron won yet again.

June opened the door and stepped out from Otto, followed closely by Miko, who forgot about her bloodied nose. Behind them Otto transformed and it looked like aside from few dents and damaged wheel, he was more or less functional.

Megatron was kneeling on one knee above the dead Insecticon, but hearing the Vehicon's door opening and closing, and then the one and only sound of transformation; he rose slowly and turned to see his trooper and his two passengers standing not far from him. He retracted his sword and looked back at Motormaster who just sat on the now dead Insecticon and vented rapidly, his rage passing slowly.

The Tyrant returned his attention to the unexpected audience. He didn't want June to see this; he didn't even tell her about this action to not make her nervous.

"What happened?" The woman asked.

"We located Airachnid." He said. "She was near; we decided to act immediately… You weren't supposed to see this."

"Why haven't you told me?" June asked.

"I didn't want to scare you. Why were you here in the first place?"

"I got phone from kid's school. Miko got herself in another fight." June explained. "I needed to pick her and take her home."

Megatron gave Miko odd glance, then he crouched too get better look. And it was clear that it was a literal fight, he noticed the bloodied nose that had to just stop bleeding, because the girl's face has smears of the red blood of humans.

"This time it wasn't me who started." Miko shrugged. "And I'm not even in trouble… for once."

"Before you'll say anything, you haven't warned me about any action." June put hands on her hips.

"And you?" Megatron sent Otto one cold glance. "You knew!"

"It was an emergency, My Liege." Otto squirmed under his Lord's stare. "And I didn't receive any orders regarding transportation; I just took the usual precautions…"

"I was told that Miko was hurt." June confirmed, ignoring the 'Lady June' for one time.

Megatron sighed. He had to admit, at least to himself, that he had no one but himself to blame. The Vehicon behaved properly, without any specific orders he was to behave as always and keep a watchful optic to avoid any trouble. Perhaps he should tell his lover about what was to happen, but she was under so much stress after the last attack that she didn't need any more. He wanted to protect her and not cause her neurosis.

He reached and scooped her in his hands as gently as he could. Lately he saw her only after the size shifting and now he remembered just how fragile she was in comparison to him.

"I am not angry." He assured. "I just wished that you haven't seen this."

"Are you kidding?" Miko shouted from where she stood. "That was awesome!"

"I'm just happy that you are unharmed." June ignored the teenage girl. "It looked dangerous."

"I honed my skill in the Pits of Kaon. I'm not that easy to beat. Especially not by some beast."

"Yes, you mentioned that." June just shook her head. That was the thing about Megatron: he was oddly sentimental when it came to his Gladiatorial time, but it she understood that it was just the first time in his life when he felt a free mech, not just a cog in a big machine of Cybetronian society.

She lifted her eyes to look at him again. She still remembered the first time when they talked, then the time when he was wounded, and their first kiss when he was in his full size. She was still amazed how such a giant that was able to tear through such a mechanical behemoth that the Insecticon was; and yet was capable of being so gentle at the same time. The fact that he was a Warmonger only made all this more amazing.

It was that moment when Astrotrain and the Autobots arrived. All covered in dust and with their weapons active.

"I see you have managed to catch the two." Optimus inspected the dead Insecticon.

"And you?" Megatron stoop up, still holding June.

"All but two, who managed to fly away." Astrotrain reported. "And before anyone will say anything!" He cast short glance at Motormaster. "I'm a space shuttle, not an aircraft."

"Where is Blitzwing?" Megatron looked around in search for the second triple changer.

"Still in pursuit of Airachnid." Optimus informed. "He is much faster even if not able to fly in straight line but she is more agile, even though slower as a helicopter."

"I'd say, chances are even… but I'd be foolin' myself and everyone." Jazz scratched his chin with one finger.

"Yeah, it will be a surprise if Blitzwing will stay in one piece." Wheeljack twitched his doorwings awkwardly. "

"How it went?" Miko yelled from her spot next to Otto.

"The only way it could." Bulkhead crouched next to his charge. "Whoa, Miko, what happened? Forgot to buckle your seat belt?"

"Nope, a fight." Miko rolled her eyes. "And don't even ask, I didn't start it, but I did finish."

"Ho ho ho, Miko, first time I see you wounded!" Wheeljack joined his fellow Wreckers.

"The sucker got me by surprise; I never thought he would dare." Miko shrugged. "He's now in heap of trouble though… Mrs D can be scary if she wants to."

"I believe you." Wheeljack laughed.

Suddenly there was hum of Cybertronian engine and weird noise, something like the transformation only faster, a second later a tank fell from the sky. The machine landed few meters from the road, turned its turret couple times and then slowly moved to the road where it stopped, reeved its heavy duty engine and transformed in amazing speed into Blitzwing's Random persona.

"Oh the joy." Astrotrain twitched his massive wings. "Him."

"Report Blitzwing." Megatron growled with grim face. Random was the last thing he needed right now. June observed everything from the safety of Megatron's servos, this looked weird.

"A-ha-ha-ha-ha!" Blitzwing started.

CLONK! Astrotrain's hand interrupted the laughter and caused Blitzwing to blink few times in what looked like extreme concentration.

"I have lost ze traitor Airachnid." The Icy persona said in his most stoic tone5). "She has transformed into her spider mode and drilled into ze ground. Ze hole was too small for me to fit in."

"Then it seems that Airachnid still has two Insecticons at her disposal." Optimus exclaimed what was obvious. "We have failed."

oOo

_Nemesis. Half an hour later._

Megatron stormed to the Bridge with grim face. June and Miko were now safe back home. Otto had his ball bearing replaced, Knockout removed the dead Insecticons and was now turning their cadavers into spare parts; but it didn't made Megatron feel any better. The words of Optimus prime rang in his audio receptors like some mocking echo: 'We have failed'. And it was just too much. Airachnid always managed to slip away; somehow she was able to just best everyone every time.

The Warmonger looked around, the crew watched him silently waiting for orders. Even Soundwave turned away from his console. Starscream on his part had his wing pressed tightly behind his back in fear.

He wasn't even angry, at least not as much as he thought he would be. It was more of deep disappointment and irritation. Irritation at Airachnid for escaping and at himself for allowing that to happen. He should just shoot her the moment he saw her but during the fight he still hoped that he could capture the renegade and set the entire trial circus. Well, one thing didn't change though.

"Soundwave." Megatron addressed his TIC. "Contact Tarn, tell him I am awaiting Decepticon Justice Division to arrive to Earth directly! They will return to their precious List after they're done here."

Soundwave nodded once. He knew that Tarn, and even more probably Kaon, won't like it, but both Soundwave and Tarn were renowned to be the two most loyal members of the Decepticon faction. Tarn would obey Megatron's orders just like Soundwave did – without question.

TBC

1) Hot Rod's "mother" was a carrier mech not a femme.

2) More Than Meets the Eye, issue 10 "Shadowplay, part 2: Patternism", page 5.

3) Transformers Prime, season 1 episode 26 "One Shall Rise, part 3".

4) A quote, or rather rephrase of dialogue from ABC Warriors: Hellbringer, by Pat Mills, Tony Skinner and Kev Walker. The original dialogue goes like this:

**Hammerstein:** (…) It's the focus of the Black Hole's event beam. We go in… we hit hard… and we pull out!

**Morrigun:** Er – Hammerstein, if your macho-heroic dialogue makes you feel good – fine. But just spare me the sexual metaphors. Okay?

**Hammerstein:** I don't know what you're talking about, Morrigun.

5) I am not following Animated series in the regard of Blitzwing spinning faces, he does have three personalities, but you just can't see physical changes.


	11. The Spiderman is

**Spider Woman.**

"_Sooner or later_

_You're certain to meet_

_In the bedroom, the parlor or even the street_

_There's no place on earth_

_You're likely to miss_

_Her kiss_

_(…)_

_Of the Spider Woman_

_In her velvet cape_

_You can scream_

_But you cannot escape _– Kiss of the Spider Woman – the musical.

**Warnings**: Violence, sex, explicit language – you know, the usual.

Timing: Post season 2 finale, in my very own Beauty of the Beast Prime timeline.

Rating: T to M (and MA).

Pairings: multiple.

Disclaimer: Transformers Prime © Hasbro. Story's plot and OC's © me. There may be some OC's that aren't mine – they belong to their respective creators.

**The Spiderman is having you for dinner tonight.**

"_On candystripe legs the spiderman comes _

_Softly through the shadow of the evening sun _

_Stealing past the windows of the blissfully dead_

_Looking for the victim shivering in bed_

_Searching out fear in the gathering gloom_

_And suddenly!_

_A movement in the corner of the room!_

_And there is nothing I can do_

_When I realise with fright_

_That the spiderman is having me for dinner tonight!_

_Quietly he laughs and shaking his head _

_Creeps closer now closer to the foot of the bed_

_And softer than shadows_

_And quicker than flies_

_His arms are all around me and his tongue in my eyes_

_"Be still be calm be quiet now my precious boy _

_don't struggle like that or I will only love you more_

_For it's much too late to get away or turn on the light_

_**The spiderman is having you for dinner tonight**__" (…)" – _The Cure,_ Lullaby._

oOo

_Tuesday Noon New England._

This time it was Megatron who arrived first. He, Starscream and Shockwave patiently awaited the Autobot delegation in the late autumn noon. They didn't had to wait long, the moment Megatron's chronometer showed that the local noon passed, Autobot Groundbridge opened and three Autobots stepped out of it: Optimus Prime, Ratchet and Jazz.

"Second, this time around?" Megatron asked in greeting. Optimus noticed that the Warlord looked tired.

"We came on time." The Prime answered deciding not to comment on Megatron's appearance.

"I care little about any kind of banter today, Optimus." Megatron's face was stony, not even a twitch of distain. "I wanted to meet so I can inform you that I have summoned Decepticon Justice Division to deal with Airachnid."

"And you don't want us to come in their way." Optimus spoke out loud the unspoken part of Megatron's warning.

"They will be informed not to engage you." Megatron rested his servo behind his back and took few steps away from the both groups. "But I want this to be official, Optimus, and since Chief Justice Tyrest is absent, I want you to bear witness in regard of the Tyrest Accord."

"As far as I recall, if it is an internal affair of one of the factions, presence of Chief Justice or representative of the other faction is not required." Ratchet voiced his opinion. "You, Decepticons don't care much of any act of Genocide Airachnid could commit, or any murders of hers, and that would be legit reason to have someone outside of the faction to be present."

"We do not have any evidence to accuse that wretch of genocide, and believe me; I'd love to throw everything I could on her! Including jaywalking!" Starscream bristled his plating in annoyance.

"Arcee saw Airachnid's ghoulish display on her ship." Jazz pointed out.

"And if Arcee would testify, Airachnid would claim that it was all just a prop work or masks." The Vosian sighed. "And then she would claim that it's all about hatred that Arcee has for her."

"I still fail to see why you would want a Prime on your little caricature of a trial when you claim it is Decepticons' internal affair and you insist on carrying the Decepticon Justice." Ratchet remained in doubt.

"We are about to present the accusations of high treason, coup d'état attempt, desertion and murder." Shockwave said in his usual, cultured way that was in complete contrast to both his predecessors. "These are extremely heavy accusations, that have to be proceeded in presence of three or more Conclave1) members. The problem in this situation is that Airachnid managed to antagonise every all available members of the Conclave."

"In this situation you need an outside observer." Optimus concluded.

"Yes. Decepticon Law has it that there is one possibility of performing an official trial in situation when there are no three Conclave members available. In this case four Conclave members are available, me included, but each of us was attacked by Airachnid, three of us were betrayed, which renders us useless as justice guarantors. In this situation I can invite Chief Justice to witness the trial, but Tyrest remains absent leaving me in need of a replacement. And since it was you who went with the idea of making him Chief Justice, you will do as his replacement." Megatron confirmed.

"You sat all night to figure all this out, didn't you?" Ratchet crossed his arms over his chest.

"And better part of the morning." Starscream added.

"Silence Starscream!" Megatron sent his SIC one serious glare and the Seeker almost jumped back. "I was studying the Tyrest Accord and the Decepticon Code in search for suitable solution that would not involve an outsider, but in our present situation it is not possible and I will not wait who knows how long for other Conclave members to arrive."

"I understand." Optimus nodded. "And I will take place of Observer when the trial will be held. I have one question though."

"Ask away." Megatron repressed a sight, he wanted to go to his quarters and recharge off the night spent at tedious reading.

"Will you be making it public? For the sake of the Transparency."

"I am not sure if a military trial, and that's what it will be, can be considered public, I'm not even sure if a military trial can be carried out on an opened session." Starscream stepped in again.

"We do have precedent." Optimus stated. "Phobos and Descerus' trials were both held in public2)."

"Again, I am not sure if we can count that since theirs were not Decepticon trials!" Starscream started once more with his doubts.

"This means that if it is held in public, it will stand as public." Shockwave ignored the Seeker.

"I will think about it." Megatron decided. "But you do realise that holding it in an open session may rise accusations of it being a Show Trial3)."

"Only if you will make it a Show Trial." The Prime replied calmly. He knew that there was this danger, but he knew it was easy to avoid. "All you have to do is not to make it one, avoid the characteristics of it."

"Like I said, I will think about it." Megatron repeated his decision. "Now, if you have no more questions, I will return to my ship."

When he finished speaking, a Groundbridge opened. Both Shockwave and Starscream immediately disappeared in it.

"June has a day off today." Optimus said just before Megatron stepped into the vortex of light.

"I am aware; she will be having a talk with school's principle and carrier of that bully. I almost feel for them. Almost." Megatron smirked nastily. "I will be visiting her later; I am quite curious what the end result of that talk will be."

After that he walked into the wormhole that closed behind him leaving three Autobots alone.

"I gotta meet Jack's carrier one day." Jazz said after moment of silence. "She seems like tough lady."

"She indeed is." Optimus said with the straightest face possible.

"Tough enough to date Megatron." Ratchet added. "Not that I approve it."

oOo

_Valley of Fire. Top of one of the Mesas. Evening._

Arcee was sitting silently on the verge of a mesa, facing the sun that was still high enough to provide decent amount of light, but its rays were now golden and it soon to begin setting. The day was slowly ending.

Arcee felt strange weight on her Spark. Their first Base was now totalled, and with it Cliffjumper's grave, or rather what was padding for it. Now all she had were memories. Just like with Tailgate.

The Autobot femme didn't notice when a Groundbridge opened behind her and didn't heard heavy footsteps that came closer, until their owner spoke.

"You came early. You haven't notice my arrival. Did something happen?"

Arcee's winglets jerked in surprise, and when she turned slightly, she saw Shockwave towering above her in that enigmatic way of his.

"No, the sight just awoke few memories." She watched him carefully for a moment. "Do you remember that Spacebridge fight we had years ago?"

"I do, you shot me in the optic. It was painful and left me blinded for considerable amount of time." He answered but his antennae and reminded relaxed.

"You poked around in my mind, and shot my partner."

"You collapsed part of the ceiling on me. Also, you sabotaged my Spacebridge. Cliffjumper had survived."

"So did you." This time Arcee allowed herself a faint smile. "That day, your Spacebridge spat me and Cliffjumper in the area very similar to this." She turned her attention back to the landscape. "It brought the memories of my first days on Earth to me."

"You are still fond of him." Said the Decepticon scientist. He was far from being jealous but he didn't enjoy the idea of sharing Arcee's attention with another mech.

"He and Bumblebee dragged me out from Airachnid's lair after she murdered Tailgate. They took me to safety. Then I met Cliffjumper again when I fell into Starscream's servos. And then we escaped you. He was the one who made team work for me bearable again. Only to be taken away by Starscream." The Femme grinded her dentas and clenched her fists, her winglets went rigid. "I know, Cliffjumper was reckless and literally jumped into that situation himself. But it doesn't make it any easier."

Instead of an instantaneous answer she expected, she heard a shuffle and then noticed two legs on her both sides and her winglets firstly brushed and then rested firmly against broad chassis of Shockwave. His cannon arm encircled her waste and secured her firmly against his massive form.

"Focus your attention on me instead." He rumbled next to her audio. "I am present now. Starscream has little to no chance to ever overpower me and Airachnid soon will be forced to worry about Decepticon Justice Division. Your current Partner is a human adolescent, easy to protect."

Arcee turned again, but the tight embrace allowed her only so much movement. "I heard from Optimus that Megatron will consider having a public trial and hitting Airachnid with some heavy accusation… But it won't return Tailgate's life. She won't be even accused of murdering him." The femme shut her optics tight as the painful memories flooded her mind.

"My own experience taught me that the best revenge is to survive and prosper." Shockwave's silent voice gently floated to Arcee's audio. "Proteus had me disfigured and thought that he broke me, but he died knowing that I have survived which meant that essentially he failed. Airachnid will perish knowing that while she hurled at you everything she had, in the end you are the one who will continue to exist and prosper, while she will be executed."

"I didn't know you were into revenge business."

"I am not, as you call it, into revenge business. I am merely stating the logical fact. Survival means victory, extinction means failure. Proteus is extinct while I remain functioning thus victorious. Airachnid will extinct while you will continue to function, emerging victorious." Shockwave explained with the most sophisticated accent. Also, as I said already, focus your attention on me while in my presence, not on your past acquaintances and love interests; especially in intimate situations."

Digits of his good servo gently traced her necks, jaw line and followed the soft like of her lips in unexpectedly gentle caress before Arcee could reply. The Tarnian's servo mover slowly to Arcee's winglet and followed its edge barely touching the metal's painted surface. But before he could repeat the stroke, his chimed and the message played.

"Hmm. It would seem that we are being interrupted." Shockwave spoke out loud. "And it requires my attention on the New Kaon construction site."

"Interrupted yet again." Arcee said while watching Shockwave carefully releasing her and standing up.

"Most displeasing occurrence." He admitted and his antennae twitched while his winglets positioned themselves at sharp angles. "But I assure you that we will return to our interrupted activities."

"You said that you expect to have my undivided attention in intimate situation." A mean little smile bloomed on Arcee's otherwise solemn face.

"Indeed I did voice such an expectation."

"I see it as only fair to expect mutuality." Arcee rested her weight on her left arm while she turned to look back. "Next time just tell everyone that you will be busy and turn off your ."

"Your suggestion is logical." Shockwave's antennae eased back in what Arcee learned to read as pleased and agreeing. "I did that once before. I will simply repeat that arrangement."

"That's my mech." A smile bloomed on the femme's otherwise solemn face when Shockwave requested a Groundbridge to his location.

"I am satisfied to hear that you consider me yours mech." Shockwave looked back at the Autobot two wheeler. "We will meet soon." He added before disappearing into the 'bridge.

oOo

_New Mexico, USA, after the dusk._

Airachnid landed silently and began to asset her condition. Before she was able to hide underground Blitzwing somehow managed to hit her few times, though only one shot was really painful. Airachnid stretched one of her spidery limbs, it was leaking energon and there was a crack in it. These appendages were one of the most fragile and sturdy parts of her anatomy at the same time. They served as a rotor in her helicopter mode, as limbs in her spider/battle form and she drilled her tunnels with them. Yet at the same time they were easy to break or wound by simple blaster fire.

Her two surviving Insecticons approached her without making any unnecessary sounds. One of them was the Leader and her smallest servant. They obediently waited for their mistress' orders and watched the surroundings, just in case of an attack.

Airachnid managed to wrap some of her web around her wounded appendage; it would heal easy enough if given time. For now the web would serve as a bandage allowing Airachnid's repair mechanisms to work.

"My Queen." The Leader hissed turning to the Spider Femme. "I hear engines."

"Autobots or Decepticons?" Airachnid inquired. It was easy to tell apart Vehicons' engines from Autobots' ones, Autobots had their tuned individually, while Vehicons always sounded similar. And, of course, there was Knockout.

The Leader kneeled then lowered himself to the ground and pressed his audio sensor to the ground, listening carefully. "Humans." He stated. "Off road vehicles and trucks."

"Hmmm. They may be armed; I highly doubt that they may be dealing with any legitimate activities, certainly not at this time and place." Airachnid allowed herself to ponder out loud. "We are departing; I have had enough of being shot at for one day." She decided.

"Where will we go now, My Queen?" The smaller Insecticon asked.

"What an excellent question." Airachnid smiled, she already had an idea. "I don't know about you, but I always wanted to see Uluru4)."

Before the headlights of the cars became visible, Airachnid and her companions transformed and flew south. They would need to find the best route to reach their destination, but for now, they were just satisfied with avoiding being bothered by anyone.

oOo

_Few minutes later._

Silia and Moriarty glared at bright blue puddle of liquid. They knew what it was, but they were puzzled where it came from. The place didn't look like any kind of battlefield. Not even a fist fight scene. And yet some Cybertronian was leaking their energon here.

"Nose bleeds?" One of the soldiers proposed.

"You have to have a nose for that." Moriarty answered with sour tone.

"Burst lip?" The same soldier tried again.

"No sight of any signs of struggle." Silia said without any particular emotion in her voice.

"Someone run out of tampons or sanitary towels?" The soldier tried again, probably believing in the 'three times lucky' principle. But that only served for him to receive blank stares from everyone.

"They do not menstruate, Doug." One of the soldiers said in dull voice. "And I don't even want to know where you did get the idea. Please, for the sake of the humanity, do not share."

"Enough. Photograph the area, take samples, measure it and any prints if you will find any. We will analyse it later, now, we proceed as planned." Silia decided. Standing there and gawping at a puddle of liquid energon wasn't going to accomplish anything except of time loss.

The team quickly broke up to follow their leader's orders and continue with their planned activities.

oOo

_Peaceful Tyranny. Constancy. Near the Northern Pole._

Kaon came jogging out of the ship and then caught his leader silently staring into the south, where the cities were. The D.J.D. List's keeper knew that Tarn was thinking of Thundercracker who was spending his time in medical facility there. The D.J.D. agreed that while it was unorthodox solution, the Seeker couldn't be considered a traitor or deserter just by staying there. A mental health issue, yes, but not treason. Still Tarn was slightly uncomfortable with such situation.

"Tarn… Tarn…" Kaon decided to wake his commander from his musings.

"What is it? Have you finally found Overlord?" The large tankformer asked with his melodic voice5).

"No. It's Nemesis. Lord Megatron is summoning us."

"This is nothing new. He summoned us already; we're going there and cleanse our path in the process." Tarn's optics shone brightly from behind his patriotic mask.

"No, he repeated his message, only now he demands for us to come directly." Kaon explained. "Soundwave informs that we are to leave everything and that this has priority over our List."

"I wonder what could have happened." The Decepticon Justice Division leader rubbed his masked face in thought. "Regardless, Lord Megatron summoned us and we will obey his order."

"Except we're stuck." Kaon decided to present the unhappy news. "Still."

"Helex didn't fix it yet?" Tarn seemed disappointed.

"He said that he's waiting for the right part from the spare part shop in Galactic Council Outpost 113. Apparently it's a rare model."

"Can you tell me again what is broken?" Tarn asked. Helex already told him once, but he was in high after series of transformations6) and simply didn't pay attention.

"Helex said that it was a 'cracked eccentric shaft in the ventricular pump of the left transmission liquid tank' or something like that." Tarn repeated Helex's words. "It's a thin rod, but our model needs to be the right size and shape. And then Helex will have to drain the transmission fluid, take the pump apart, replace the shaft, lubricate it, put it back together, deaerate and flood it with the transmission fluid again."

"Let's hope it won't take long." Tarn narrowed his optics in thought. "Inform Nemesis that we will arrive as soon as Peaceful Tyranny will be operational again."

"Of course."

"This all is so sudden that I think I need a…"

"Your T-cog is nearly burned through. Another transformation or two and it will grind into a halt." Kaon reminded. "You may be stuck in the middle of transformation until we will reach Nemesis."

"I hate being stuck in one form. I only hope Nemesis has spare T-cog and a surgeon." Tarn sighed.

"It's Nemesis. Of course they have spare parts. And their CMO is Knockout." Kaon informed. "He studied under Pharma."

"Splendid." Tarn's optics narrowed again, this time as if he was smiling, which was impossible to tell behind his mask, only scarred fragments of his real face that were visible, were around his crimson optics.

TBC

1) Conclave is Decepticon High Council, no members were ever named and we do not know their exact number, but I assume they're:

\- Megatron, as the Decepticon leader and natural head of the Conclave.

\- Shockwave, which is only logical as he is one of the highest ranking Decepticons.

\- Starscream, as the second in command, the air commander and what not.

\- Soundwave, as Megatron's most trusted officer and third in command.

And few others. It was confirmed by Tarn in MTMTE; issue 7 "Rules of Disengagement" that Black Shadow (a Phase Sixer) was a candidate for a seat on the Conclave.

2) MTMTE, issue 28 "World, shut your mouth, part one: Towards Peace."

3) A Show Trial is a trial that is held in public but instead of normal proceedings it is but a performance. Usually it is performed with aid of media that fuel the hatred for the accused party (and often the group the accused party if originating from). The Trial is manipulated; the audience is composed from individuals that are hostile to the defendant. Defendant's supporters and/or family are usually not allowed to be present. A Show Trial is usually meant to stigmatise a group of people by showing an individual or group of individual in negative light. Show Trials were common in Communistic Block but also in Nazi Germany and are typical for totalitarian regimes.

4) Also known as Ayers Rock.

5) Think of someone with voice scale between the lowest that James Earl Jones or Brad Robberts (of Crash Test Dummies) can manage and the highest squeal of Matthew Bellamy (of Muse), and add him a little bit of British accent.

6) Tarn is addicted to transformations, for reference see MTMTE issue 5, page 14.


	12. Bonus Chapter

**Spider Woman.**

"_Sooner or later_

_You're certain to meet_

_In the bedroom, the parlor or even the street_

_There's no place on earth_

_You're likely to miss_

_Her kiss_

_(…)_

_Of the Spider Woman_

_In her velvet cape_

_You can scream_

_But you cannot escape _– Kiss of the Spider Woman – the musical.

**Warnings**: Violence, sex, explicit language – you know, the usual.

Timing: Post season 2 finale, in my very own Beauty of the Beast Prime timeline.

Rating: T to M (and MA).

Pairings: multiple.

Disclaimer: Transformers Prime © Hasbro. Story's plot and OC's © me. There may be some OC's that aren't mine – they belong to their respective creators.

**Epilogue – Bonus Chapter.**

"_The more we take the less we give_

_That's the modern way to live_

_And someone says __**live fast die young**_

_But the __**time runs always faster**__, son (…)" – _Fury in the Slaughterhouse _"Every generation has its own disease"_

oOo

_Tuesday 1 PM, Jack and Miko's school. The Principle office._

June entered the Principal's office, Mr Crowson already waited while Mrs Crowson followed June shortly. Crowsons were divorced, and had two kids. Their daughter who was older lived with Mr Crowson and his second wife while the son lived with his mother and her fiancé.

All three of them sat on comfortable chairs, Mr Higgins – the Principle, was tall and massive man in his late forties or maybe very early fifties. His dirty blond hair was short and one couldn't tell if he had any signs of grey in them. He also had deep, brown eyes and was shaved clean. He looked like some ancient Roman Centurion actually, only instead of lorica segmentata he wore dark business suit without tie. He used to be a Sports teacher, and he still looked like someone who would gladly massacre incompetent teacher or rude student in a dodge ball match.

"We are still waiting for Miss Douglas." He said. "She should be here any minute now. But in the meantime I want to tell you that both Cory and Miko are major trouble makers."

"I know, Mr Higgins." June spoke before Mrs Crowson could. "You know Miko's background, she's from Japan, she still believes that school where she doesn't have to wear uniform is a heaven on Earth."

"Especially for her unorthodox style." The Principle agreed.

"Yes, though I firmly believe in judging people by their personality not looks." June pointed out. "And if Miko was stupid she wouldn't be here in the first place."

"She does have her limitations, but I believe it's not lack of intelligence but difference in school system and some language barriers mostly." Mr Higgins agreed. He was rather conservative but he was strongly against discrimination of students. "How about Cory?" He looked at Crowsons.

"It's just this age." Mrs Crowson waved her hand. "But he would behave much better if he was not…

"I'm sorry, for being late." Miss Douglas entered the office and pulled herself a chair to sit on. "The changing room door jammed and we had to wait for janitor."

"It is quite all right." The Principle accepted the apologies. The teacher had to stay with the class until they could enter the changing room. "Let us start. We're here because of what happened yesterday. I felt it was a correct action to suspend Cory for starting a fight… Mrs Crowson, you will have your chance to speak after I'm done." He said seeing that Cory's mother opened her mouth to protest. "Mrs Darby was deeply disturbed upon seeing her charge's state, and decided that she wanted to talk about the incident. Which is her right. But I want for us all to hear once more what happened; Miss Douglass witnessed the situation and stopped the fight. We are now listening, Miss Douglass."

"It was a break between two classes, Miko's group had two sport classes in a row and the girls were having short distance runs. I was on the opposite side of the field where we were setting the start line. That was when I heard Cory entering the yard and approaching the group of girls, when he spotted Miko was among them, he called her, excuse me for the language, a wh**3 with such hatred that I was shocked. I instantly decided to intervene, but before I managed do as much as move into their direction, Miko retailed saying 'you would know, since you're one' and then he punched Miko in the face with his right fist. It was then I began to run. Miko is not made of glass, so she punched him back. It would turn into full blown fist fight but luckily I managed to get to separate them."

"Like I wanted to say earlier. Cory is in difficult age, but he would behave perfectly well if he wasn't provoked constantly by that awful girl." Mrs Crowson took her chance to speak. "And I really do not believe that suspension is right punishment. While I agree that violence is not the answer, he merely participated in a fight provoked by that insufferable waif."

"I remind you that it was Cory who approached the group of girls and insulted Miko." Mr Higgins spoke with calmness of someone who dealt with insufferable parents every day. "Mr Crowson, do you want to say anything?"

"Why, yes, I do." Mr Crowson had deep, baritone voice. He was tall, blond and drop dead handsome man. "I believe that my ex-wife is correct, suspension if not right punishment for my son. I believe he should be transferred to another school. Preferably away from his soon to be stepfather."

That statement made everyone glare at the man with round eyes. No one expected to hear that.

"This is nonsense!" Mrs Crowson bellowed. "My fiancé is perfectly fine and has nothing to do with this whole mess! If it wasn't for that girl, he would behave perfectly well, it is not his fault that he feels insulted that some random vagabond is granted scholarship like she deserves some special treatment!"

"Your fiancé, Cordelia, is KKK sympathiser!" Mr Crowson answered in elevated voice. "And Cory was perfectly normal boy before you met that man!"

"You're one to talk, Karl, aren't you?" Mrs Crowson narrowed her light grey eyes.

"This is not place for arguments." Mr Higgins stepped in. "Mrs Darby, you wanted to talk about this situation; you said that you have medical opinion, can you elaborate?"

"With pleasure." June allowed herself a slight smile. "Yesterday I took Miko to the hospital so a doctor could take a look at her. Since she was hit in her nose, he ordered an X-ray, which showed fractured nasal septum."

"Oh my." Miss Douglas seemed shocked. "It didn't look that bad, just a nose bleed. Miko never complained, she shook it off as if it was nothing."

"That's the whole Miko." June shrugged. "You can cut her limb and she will say it's but a flesh wound. But her resistance to pain doesn't change the fact that, in essence, her nose is broken."

"Like Miss Douglas said, it didn't look that serious." Mrs Higgins said calmly but feeling rather lousy now. "The school's nurse gave Miko a cold compress for the bleeding; it seemed that it would stop shortly."

"It only stopped in the middle of the way to the hospital, over an hour after the fight." June said in serious tone, omitting the fact that if Miko wouldn't jerk the cotton tampons out it would probably stop sooner. "I have an X-ray and doctor's opinion."

"What are you planning, Mrs Darby?" The principle asked not liking where the entire conversation was leading to.

"I am thinking of filling a law suit." Mrs Darby exclaimed with carefully hidden glee.

"I want to see that X-ray and opinion." Mrs Crowson demanded.

"Of course." June opened her purse and pulled out a large, yellow folder.

oOo

_Outside of the office._

Miko sat silently next to the principle's door. June asked her to wait there for her. Miko wasn't in school that day, so she had nothing better to do. The secretary typed on the computer when the door opened and Vince sauntered in. He looked around, saw Miko with her nose still a bit puffy but with her combat boots firmly in place, then his eyes rested on the secretary and then he just landed on the chair next to Miko. The girl ignored him and continued to stare hole in the ceiling with her long legs stretched in front of her and look of absence on her face.

He heard of the whole fight and was a bit shocked. He was a bully all right, but he was above being a racist bully, meaning that he picked on everyone alike (except those who would ignore him or bite back, that is). He suspected Crowson to be a racist, but he never really paid it too much attention. After all, that guy was nothing more than a yes-man. It was no secret that Crowson hated Miko, but Vince would never suspect him to just act like that. Bullying was one thing, but Crowson recent performances could end with criminal charges.

Maybe it was sign of his maturity, but he decided that Crowson acted like moron. Plus, in the long run, Vince was almost certain that Miko would probably win.

"Nakadai?" He spoke uncertain if he should talk to the girl.

"Yeah?"

"How's your nose?"

"I'll live." She said. "Why're you here?"

"Crowson is waiting next to his mother's car." Vince glanced at the window. "We had a talk. I told him that he should pull his head out of his arse before he starts a fight."

"And?"

"Mrs Ferguson heard that." Vince admitted. "She sent me here."

"Good thing she did, you told Crowson wrong." Miko smirked. "He should put his head into his arse before a fight… it will improve his look."

Vince laughed. Crowson wasn't looking bad, but the constant scowl made him look like mentally challenged baboon.

"What?"

"You gave him a black eye and burst lip." Vince admitted.

"I should give him two black eyes and sent to ZOO as panda." Miko felt a bit better knowing that her punches left marks. "Say, he's there, in front of the school?" She asked pointing at the window.

"Yeah… why?"

"Ah, nothing." She got up and turned back to the secretary and gave Vince wink in a universal 'watch and learn' sign. "I just need some fresh air and it's a shame that I might catch a glimpse of his ape face."

oOo

_Back in the office._

"It's barely a fracture." Mrs Crowson handed the X-ray back.

"Mrs Crowson, this is still a broken bone." The Principle said. "It doesn't matter if it is minuscule. Your son broke a fellow student's bone by hitting her in the face."

"Cordelia." Mr Crowson said in serious voice. "If it will continue, next time he may stab someone with knife."

"Nonsense!"

"Cory provoked my son into a fight shortly after the school started and I will not repeat the words he used to do that. I was convinced by my current partner to leave it be because boys do fight. But now he attacked Miko and it ended with fractured nasal septum. " June glared angrily at Mrs Crowson. "The way I see it next time he will bring firearms at school and start shooting!"

"I must agree that Cory is a troublemaker." Mr Higgins agreed. "I can understand that some of our newest students may have some trouble adjusting, especially after the violent way they had to depart from their previous homes. But only Cory attacks other students and starts fights."

"That Japanese girl is no saint either." Mrs Crowson huffed in anger.

"While Miko is loud and occasionally scandalising, she is not aggressive." Mr Higgins remarked. "It was Cory who hit her, not the other way around."

"I also wish to say that other girls, who saw the fight, are still shocked." Miss Douglas added. "Such thing never happened before in our school. We pride ourselves by being student-friendly."

"I really do apologise for my son." Mr Crowson sighed tiredly. "I must say that this is not how I wished to raise him."

"Mrs Darby, you mentioned about law suit." Mr Higgins turned his attention to the dark haired woman.

"Yes. This was the second attack that happened since Jack and Miko attend to this school. First my son, and now my charge, it seems that this school is not a safe place."

"But it wasn't school's fault." Miss Douglas claimed in hurry.

"Miss Douglas, it is school's duty to make sure that the students are safe." June reminded in a cool voice.

"Mrs Darby, what do you suggest we should do for you to not take any legal steps?" The Principle asked. A law suit against the school would look terrible. And he knew that the woman was right. First her son took part in a fight provoked by another student and now her charge was attacked by the very same student.

"Against the school? I expect you to do more than a week of suspension." June started.

"More than a week of suspension?" Mrs Crowson asked with stunned voice. "I think a week is too much!"

Then a loud 'Nakadai you Japanese Wh*r3! I'll rip your Fvc!ng head off you neck and Fv©k the stump!' could be heard from out of the window. It was Cory Crowson without a doubt. Everyone in the office pulled stunned faces and then jumped to the window, where Cory Crowson was glaring at the school and yelling. 'And then I will find that Darby fag and Fv©k his stupid face until he sh!ts himself to death!' Then another voice yelled: 'Crowson, you moron, shut the Fv©k up!' and it sounded like Vince, 'You're yelling at the Principal's office you idiot!' the voice was coming from behind the door.

"You were saying, Cordelia?" Mr Crowson gave his ex-wife disgusted look. "This is how you raise our son? Thank goodness Carla stayed with me."

"Why was he yelling that?" Miss Douglas asked.

"I took Miko with me in case anyone had question." June answered and walked to the door, the rest followed her.

In the secretary room Vince and Miko were still by the window and the secretary looked shocked.

"What is going on in here?" Mr Higgins asked.

"I wanted some fresh air." Miko answered with all the fake innocence she could gather. "I mean Vince warned me that Crowson was here, but I didn't think he would yell like that."

At that moment everyone glared at Vince who just rolled his eyes. One could trust Miko to cause a stir like that.

"I saw Crowson and had a word or two with him, Mrs Ferguson sent me here." He explained.

"And why have she sent you here?" Mr Higgins asked suspecting what the answer will be. "You know I will talk with her, do you?"

"I might have told him that he's an idiot and he should pull his head out of his arse sometimes." Vince admitted. There was no point in lying; Mrs Ferguson would spill everything, that old hag. "But I only said that because of the fight, you know."

"Go back to the class. You'll stay today in detention." The principle decided. "Go on, and mind your tongue, at least when Mrs Ferguson is around."

"Yes sir." Vince pulled a face and left. Mrs Ferguson was one of those teachers who seemed not so much as working in the school as haunting it. It also seemed that she was able to be in many places at the same time. At least during the breaks.

"Miko, go back to your chair." June said. "You'll get fresh air later."

"Yes Mrs D." Miko meekly walked to the chair and sat there.

Mr Higgins walked to the window, Crowson was still there looking angry.

"Son, come here." Mr Higgins yelled to the young man. "And when you're here, you're to behave." Then he turned to the parents, teacher and the secretary. "Miss Wilder, when he will come sent him in."

After that everyone returned to the office and sat at their places.

"This behaviour convinces me that a week of suspension is not enough." Mr Higgins admitted. "Mrs Darby, what do you expect from the school?"

"What we could here is a sign of complete demoralisation." June said with shocked voice, she would never expect to witness such behaviour. Now she understood why Megatron said that could use some defence class and what her son tried to tell her about not always being able to avoid fight.

"I must agree." Miss Douglas nodded. "This is not something I ever expected to hear from a student. I mean I know they swear and misbehave, but such threats?"

"After hearing this with my own ears I must demand that Cory is repelled from this school." June said in hard voice. "Either him or Jack and Miko. And I will call Vince's parents and recommend them to take their son from here as well. This is outrageous that one student is behaving like this, harass and beat other students, and suffer little to no consequences."

"I'm sorry to hear that, Mrs Darby." Mr Higgins sighed, he couldn't blame the woman. He was certain that he would have demand same thing in her position. "We really do our best to make this school a safe environment for young people, we have high standards and we pride ourselves to have high level of teaching. And before I will make my decision I want to hear what Cory has to say."

"Will you be questioning that girl?" Mrs Crowson asked, she knew this wasn't looking good, but she hoped to perhaps change the outcome at least a little for her son's favour.

"I have no need to. We have seen the doctor's opinion and the X-ray. No matter that it is small fracture, it's there and it was caused by your son, Mrs Crowson. We have witnesses that confirm that Cory hit Miko in the face. What more will she be able to tell us?"

There was a silent knock-knock to the door and Miss Wilder's face appeared in the opened door. "Young Crowson is here."

"Send him in." The principle said and in the same moment Cory Crowson entered the room. He looked back at where Miko sat and gave her an ugly glare but said nothing. Even he knew he was already in trouble.

"Afternoon Mr Higgins." Said the young man.

"Cory, you know why you are here." Mr Higgins leaned back in his chair and looked at the adolescent in front of him. The other four adults turned back and observed the young man without a word.

"I'm sorry for yelling, Mr Higgins. I was just angry. You know. Nakadai just showed in that window to vex me. It was provoked."

"She said that she just wanted some fresh air and while she's been warned that you were there, she didn't suspect you will behave like you did." The principle said.

"She pulled a face at me." Cory said in defensive voice. "She's here only to vex me!"

"Son, seven if she mooned you, you're not supposed to yell such things in any situation and at anyone." His father said in angered voice. "And she isn't here to vex you; she came with Mrs Darby in case Mr Higgins had any questions to her. She's at home for the rest of the week because you broke her nose."

"She had it coming." Cory mumbled but everyone could hear him.

"And why she had it coming?" Mr Higgins asked.

"She kicked me in the previous school. And she was doing everything to anger me."

"And she was punished for that." June said with unimpressed voice. "And from what I know it was you who was calling her names."

"She was calling me names too. Why she's not in trouble?"

"Because Miko didn't break your nose." Miss Douglas answered.

"She gave me black eye and burst lip."

"Because you broke her nose. Cory, you have been acting aggressively since the school started. You provoked a fist fight with Jack. You've been offensive to some of the students and now you physically attacked Miko after calling her vulgar name." Mr Higgins explained. "And just now you yelled some more offensive things. Do you have anything to say in your defence?"

"I think my son said enough for one day." Mr Crowson answered instead.

"I think it is not his fault that that girl makes him aggressive. Why she must be in this school?" Mrs Crowson asked. "The Superintendent should split the groups differently, so my son wouldn't have to be in the same school as her. We should remove to another school where she won't cause so much aggression."

"Mrs Crowson. Moving Miko to another school won't solve your son's problem. He's been fighting Jack Darby and I had reports that he was rude to other students." Mr Higgins was starting to be tired of Mrs Crowson and her blind belief in her son's perfection. "This is clearly not problem with Miko, because other students, even if some of them don't like her, do not attack her. It is your son. And while I always hate to take such actions, I see no other alternative than to repel Cory from this school."

"What!" Mrs Crowson stood up in ire.

"The school-board will provide you with list of accessible high schools for your son, Mrs Crowson." Mr Higgins wasn't impressed with the angry woman. "I would have Cory to attend to school's psychologist if not for the fact that he was physically aggressive, in this situation I believe that this is the best solution for everyone. Your son will be freed from Miko and Jack, who cause his anger, and the students will be safer without such a violent person."

"This is outrageous!"

"Cordelia, your behaviour is outrageous." Mr Crowson interrupted his ex-wife before she could start an angry fit. "And I blame you and your fiancé for Cory's present behaviour. I am taking Cory with me, I know school where they will have place for him and where he will learn some decent behaviour."

"You are not taking him with you, Karl, you can forget about that!"

"Either this or I'm filling a petition for full legal custody over him; he's not of age yet." Mr Crowson said in cold voice. "You know I will get it, especially after his recent stunts."

"Mr Higgins, is there anything else you need from me?" Mrs Crowson asked. She was angry but she knew you had lost.

"No Mrs Crowson, we will send Cory's documents to the new school as soon as it will contact us." The Principle said. "I suggest you should take your ex-husband's offer. You won't have to look for new school for your son, and perhaps change of environment will work for his favour."

"I will come for him tomorrow afternoon." Mr Crowson enunciated. "He'd better be packed and prepared or else we will see in court."

"Cory, we're leaving." Mrs Crowson hissed to her son.

"Cordelia, are we clear on that?" Mr Crowson asked before his ex-wife and son left.

"Only if will accept that school of yours." She said and they left.

"Well, that went better than I thought it would." Mr Crowson sighed. "She's strong headed."

"I hope that solves this case." Mr Higgins rested his elbows on the desk top and began to massage his temples. It was so much easier to be just a teacher.

"Yes, I believe it does." June felt a headache forming. It was more that she was prepared for, for one afternoon. "Though I am sorry that it had to end this way. I thought that perhaps some counselling would help but after that shouting? I never thought that Cory would behave like that just by seeing Miko."

"I really blame my ex-wife's soon to be husband. He really is racist and scumbag." Mr Crowson shook his head. "He's been teaching my son the worse behaviour."

"Well, Miko is far from being saint, Mrs Darby." Mr Higgins sighed tiredly. "But being loud and overly expressive doesn't mean that other have right to bully her."

"Mr Higgins. I doubt anyone is able to bully Miko." June laughed silently. "Fight her, maybe break her nose, but not bully."

"Agreed on that." Miss Douglass smiled weakly. "But I appreciate her strong personality, I really think she's good at sports and I wanted to propose her to train some fencing. I think she'd do well."

"She's more into music, but you may try Miss Douglas, maybe she will like the idea." June smiled with appreciation at the teacher. "But only after her nose is healed. If that is all I will go now, this meeting was tad more intense than I was prepared for."

"Of course. Mr Crowson?" Mr Higgins asked the other parent.

"All is clear for me and I have no questions. I will contact you about Cory's papers when I will have all settled in his new school."

"You believe your wife will agree?" Mr Higgins asked. He had doubts.

"Trust me, she will. She doesn't want this to end up in court; this entire situation won't work for her favour."

"Then it is all from my part as well." The principle rose. "I am really sorry about that incident and that it ended like it did, but I am happy that the problem could be at least partially solved and I hope that Cory will improve after change of environment."

"Thank you Mr Higgins. And I hope that this was the last incident that was so violent." June got up and shook the principle's hand.

"Goodbye Mr Higgins." Mr Crowson shook the man's hand too.

"Goodbye Mr Crowson. Good luck with Cory."

oOo

Miko got up the moment June left the office. Aside from slightly puffy nose she looked fine.

"Mrs D, can we go to the toilet first?" She asked. "I could use it."

"All right, just hurry."

Ten minutes later they were in front of the school. Bruce who returned to his duty waited for them patiently. They were about to get in, and due to the masquerade, this time ride in front seats, when Mr Crowson came to them with apologetic smile.

"I'm sorry to interrupt you, but I wanted to have a word with you, Mrs Darby." He said. Now it was clear just how tall he was.

"Yes Mr Crowson?" June asked not knowing what the man wanted.

"I am really sorry for what happened and I want you to know that I do not blame you for taking action." He started. "I probably should have reacted earlier, but I would never guess that my son would end up like that."

"I happen to know that he often used racial slur against Miko and other students." June said feeling bad for Mr Crowson.

"The worst this is, that my family has a specific background and I always taught Cory to be mindful. You see, my family comes from Germany. My Grandfather was a soldier in Wehrmacht, he fought in the world war II and he always taught us how bad Nazism was, how terrible things he saw. You see, in the Wehrmacht you could meet all kinds of people, evil and cruel but also simply random folks. And grandfather lost his leg on the Russian front, so he was sent home. He was in Warsaw merely weeks before the Warsaw Uprising 1) started, he said he could see the city boiling from inside out, how people were sick and tired of occupation. And he knew that it was all Hitler's fault. His wife, my grandmother, was part of the resistance… I bet you never knew that there was anti-Nazi resistance 2). It was small but it was there. Shortly before Soviets entered Berlin, they decided to run. There were various stories reaching us about what Soviets did, especially to German women, and they had teenage daughter – my mother. They managed to get to France and then to America, my Grandmother died few weeks after that." The man spoke and it was clear that it was difficult for him. "My son knows all this, he is aware just how evil racism is, that it only leads to suffering. My mother was always disgusted by discrimination of anyone because she faced both sides of it. She remembers how it is to be the stronger one and she remembers how it is to be discriminated and she always says that she never want to be on any of them again. And now my son is representing everything we loathe."

"I am sorry, Mr Crowson, that your son ended up like this. I really am." June said. It was really tragic.

"I hope we can fix him. I remarried. It is amazing history, but my wife's grandfather is Auschwitz's survivor. He still lives. He's a Pole; many people don't know that Nazis murdered not only Jews but also Poles, Romes, Russians and others3). He has a tattoo on his arm. I want Cory to meet him and hear his story."

"You think it will work?"

"My son needs a shock therapy and living with my new family will be one big shock." Mr Crowson smiled widely. "My older daughter still lives with me, but Cory has also younger sister and older step-brother, so interaction with them should also help."

"He is violent, aren't you scared that he may start fights?" June asked. She knew she would be concerned, especially that there was a younger child in the family.

"Sean is taller than I am and weights two or three times as much as Cory, he's also football4) player, trust me, he can handle Cory if the need will arise."

"Honey, are you coming?" A voice from behind a corner called and was shortly followed by not too tall but beautifully curved woman. She looked like Naomi Campbell only 100 times more beautiful. She had a megawatt smile and amazingly bright, green-ish hazelnut eyes. She was in company of tall 'cold' blonde girl with ice-grey eyes who was almost sparkling. Between them was small, perhaps five year old girl with curly piggy tails and Hello Kitty dress.

"Yes, of course, I was just talking with Mrs Darby about Cory." Mr Crowson smiled to his wife and daughters. "Mrs Darby, this is my wife, Sheena, my older daughter Carla, and my younger daughter Heidi, we named her after my Grandmother." He added with pride.

"It is pleasure to meet you." June shook hands of both women and gave the girl warm smile.

"I'm sorry for that brat of my brother." Carla said with gentle voice. "He stayed with mum and that psycho of her fiancé managed to put loads of nonsense into his empty head."

"I was trying to convince my husband to take steps so Cory could live with us." Sheena said in surprisingly strong voice for someone of her height. "But he always said that we had slim chances since Cory was safe. It seems that safe doesn't mean the same as in good hands."

"Your husband said that Cory needs a shock therapy." June said imagining just how massive the shock will be. "I can only wish you luck, Cory really seems to need help."

"I say, he needs to meet Bulk and 'Jacky." Miko giggled.

"Miko!" June turned to the girl, who was standing behind Bruce. To be honest June almost forgot that Miko was there.

"What? You can't get bigger shock than my Wrecking buddies." Miko pulled a smug face. "I guarantee one 100% natural, mind blowing, brain squirming, bladder squeezing, sphincter loosening shock!"

"Miko! Get inside and stop talking." June face turned red.

"Yes Mrs D." Miko didn't stop smiling.

"Now I am sorry. Miko can be expressive. She is great fan of monster trucks and other motor sports." The woman tried to explain and avoid any troubling questions.

"I didn't know your son was also heavy sports fan." Mr Crowson said in slightly surprised face. "I know he has a motorbike so I assumed he was more into freeway than motocross and off-roading."

"Oh, no, Miko didn't mean Jack; she was talking about someone else." June almost laughed. "Jack if a fan of bikes, that's true but he doesn't like races very much, he's more into the bikes and cars as such."

"Oh. Well, it's time for us, so goodbye and I hope that Miko's nose will heal well." Mr Crowson smiled slightly awkwardly.

"Goodbye and thank you. I hope you will succeed with Cory." June shook Mr Crowson, his wife and daughter's hands and waved to the girl.

Before they turned behind the corner to get to their car, Bruce with June and Miko inside already left to take them home.

End of "Spider Woman".

Next will be series of short stories about characters' past.

Mr Crowson's family story is here for a reason. I know that perhaps it looks like too much of drama, but I wanted to show that just like Europe managed to maintain peace (except for what is happening in Ukraine, but the post-Soviet territories are in difficult situation since the former USSR republics' were under heavy Russian influence and the changes were hard for many of them) and people managed to overcome their differences and prejudices (or at least most of them); and use this to show that if it is possible in humans, then perhaps Cybertronians will also manage to do it one day and the Autobots and Decepticons will live together, not as one like it was before the war, but together and respecting each other.

Also, please do not compare Decepticons to Soviets or Nazis, such a comparison would be inappropriate and hurtful for people who had anything to do with Soviets and Nazis, be that by their personal history, or by the history of their nations.

1) The Warsaw Uprising started September 1st 1944 and lasted for 63 days. Mr Crowson's Grandfather had to be heading back in June or July.

It is also true that Wehrmacht soldiers often were just random people. I know few cases when they loathed Hitler.

2) That's a fact. There were people who were against Hitler in Germany, but they had to hide. Also it is true that Soviets murdered and raped German women after Hitler was beaten.

3) Auschwitz-Birkenau was the largest concentration camp. The true number of its victims is hard to present, but it has to be close to 1, 5 million of people, 90 % of them were Jews. There were more or less 140 thousand Poles (half of them died). Other victims were Romes (Gypsies), but also Russians and prisoners of other nationalities (it is estimated that prisoners belonged to 30 different nationalities).

4) Sean plays American Football of course, not The Football (where you kick the ball exclusively with your feet, hence the name). Sean is large, heavy and strong (imagine a man so full of muscles that even his pecks have abs), and also handsome as sin incarnated.


End file.
